Beverly Hills City Council
April 18, 2023

AGENDA REPORT
Meeting Date: April 18, 2023
Item Number:

To: Honorable Mayor & City Council
From: Gregory Barton, Fire Chief
Sean Stokes, EMS Administrator
Gabriella Yap, Sr. Policy and Management Administrator, Public Safety Michael Liongson, Fire Administrator
Subject: EMERGENCY MEDICAL SERVICES (EMS) AND NURSE
PRACTITIONER PROGRAM (NPP) UPDATE;

SEEKING DIRECTION FROM THE CITY COUNCIL ON EXPANDING

THE NPP AND RECOMMENDATIONS FOR AGREEMENTS,
AMENDMENTS, PURCHASE ORDERS, AND APPROPRIATIONS;

APPROVAL OF AGREEMENTS AND PURCHASE ORDERS FOR
FISCAL YEAR 2023/24 THROUGH FISCAL YEAR 2027/28;

APPROVAL OF AMENDMENTS AND CHANGE ORDERS FOR
FISCAL YEAR 2022/23;

ONGOING APPROPRIATION FROM THE GENERAL FUND
TOTALING $249,174 BEGINNING IN FISCAL YEAR 2022/23 FOR

ADDITIONAL FUNDING FROM THE GENERAL FUND FOR THE
EMERGENCY MEDICAL SERVICES’ NURSE PRACTITIONER
PROGRAM; AND

ONGOING APPROPRIATION FROM THE GENERAL FUND
TOTALING $257,019 BEGINNING IN FISCAL YEAR 2023/24 FOR

ADDITIONAL FUNDING FROM THE GENERAL FUND FOR THE
EMERGENCY MEDICAL SERVICES’ NURSE PRACTITIONER
PROGRAM.

Attachments: 1. Nurse Practitioner Agreement-Alea Foster, FNP-C

2. Nurse Practitioner Agreement-Erin A. West, FNP-BC

3. Nurse Practitioner Agreement-Karla B. Sonnier FNP-C

4. Nurse Practitioner Agreement-Tara S. Abrams NP

5. Nurse Practitioner Agreement-Therese Marie Donnelly NP G-1
Meeting Date: April 18, 2023

6. Nurse Practitioner Program Agreement-Marc R. Cohen, MD

7. Nurse Educator Agreement-Caroline E. Jack, R.N.

8. Partners In Care Foundation Agreement

9. Nurse Practitioner Amendment No.1-Erin A. West, FNP-BC

10. Nurse Educator Amendment No. 2-Caroline E. Jack, R.N.

11. Partners In Care Foundation Amendment No. 2

12. Los Angeles County ET3 Letter

RECOMMENDATION
Staff recommends that the City Council approves the following items to further expand the Fire Department’s Emergency Medical Services (EMS)-Nurse Practitioner Program (NPP):
1) Amending Nurse Educator Caroline Jack’s agreement with a not to exceed Fiscal Year (FY) 2022/23 amount of $88,400, approval of a change purchase order by the same amount, and approval of an ongoing General Fund appropriation for $88,400.
2) Approving a new three-year agreement with two one-year options with Nurse Educator Caroline Jack beginning July 1, 2023 in an amount not to exceed $183,872 for FY 2023/24, along with the corresponding purchase orders, and ongoing General Fund appropriation of $7,072 beginning in FY 2023/24, which will be incorporated into the upcoming budget.
3) Approval of a new three-year agreement with two one-year options and corresponding purchase orders with Marc R. Cohen, Medical Director, beginning July 1, 2023 in an amount not to exceed $62,400 for FY 2023/24, and approval of an ongoing General Fund appropriation of $2,400 beginning in FY 2023/24, which will be incorporated into the upcoming budget.
4) Approval of an ongoing appropriation of $4,044 from the General Fund for FY2022/23 for the Nurse Practitioner Paramedic overtime to account for the increase in the Nurse Practitioner Response Unit (NPRU) hours from 10 to 12 hours, along with an ongoing appropriation of $14,004 from the General Fund beginning in FY2023/24, as outlined below.
5) Amending the City’s agreement with NP West and approving a change purchase order for FY 2022/23 to not exceed $150,000 to enable her to continue providing services this fiscal year. No additional appropriation is needed. 6) Approval of an ongoing appropriation of $82,050 for FY 2022/23 to account for the hourly rate increase needed for recruitment and retention of Nurse Practitioners (NP) and expanding the Nurse Practitioner Response Unit (NPRU) hours to 12 hours, and approval of an ongoing General Fund appropriation of $38,160 for FY 2022/23 towards NP practice management along with subsequent years, as outlined below.
7) Approval of entering into new Nurse Practitioner agreements and corresponding purchase orders beginning in FY 2023/24 and include the expanded NPRU hours in an amount not to exceed $200,000 per fiscal year to allow flexibility in scheduling NPs. Staff is requesting the Council approve an ongoing appropriation from the General Fund totaling $133,543 beginning in FY 2023/24 ($86,541 for NP 12 hours/day and rate increase and $47,002 for NP Practice Management) in accordance with the amounts in the table below for outer years.

Meeting Date: April 18, 2023

8) Amending the agreement with Partners In Care Foundation (PICF) for FY 2022/23 not to exceed $236,520, approval of a change purchase order by the same amount, and approval of an ongoing General Fund additional appropriation of $36,520 for FY22-23.
9) Approval to enter into a new three-year agreement with two one-year options and corresponding purchase orders with PICF beginning in FY 2023-24 in an amount not to exceed $236,520 each year and approval of an ongoing General Fund appropriation of $100,000 beginning in FY 2023-24, which will be incorporated into the upcoming budget.

INTRODUCTION
The Fire Department will be presenting an update and seeking direction from the Council on recommendations related to Emergency Medical Services (EMS) in the City.

This report will discuss:
• The growth in terms of complexity and number of programs and increase in Nurse Educator services needed to maintain compliance with EMS programs, protocols and policies;
• The Nurse Practitioner Program (NPP) and the opportunities to better service the public through expanded hours and creating a new Advanced Life Support (ALS) resource with the program’s newly-granted transport capability. The report will also discuss challenges and increasing levels of responsibility necessitating Nurse Practitioner practice management related to compliance, creating new avenues of reimbursement from Medicare/MediCal for treating patients in place, and transporting to alternative destinations;
• Additional medical social services and preventative education provided by the Partners in Care Foundation (PICF) to mitigate the social determinants of health within our community.

A majority of EMS service agreements expire June 30, 2023, and staff is bringing forth recommendations and requests for agreements, amendments, and appropriations for Council consideration.

DISCUSSION
Background
EMS has evolved significantly over the years. What once began as primarily transport under the National Highway Traffic Safety Administration (NHTSA), has grown to be governed by evidenced-based practice and standards of care with required roles from both nurses and doctors. There is an increase in specialty care and destinations, along with implementation of special equipment and training to increase survival en route to hospitals. However, 911 transport that was once reserved for life threatening emergencies has morphed into mostly non-emergent calls, with acute patient presentations comprising less than 25% of calls. This has resulted in overcrowded emergency departments (EDs) and fire suppression resources allocated to nonemergent calls, reducing their availability to respond to the actual emergencies.

To assist with the burden on the nation’s healthcare system, the overarching EMS Agenda at a national level, titled EMS Agenda 2050, is a move toward mobile integrated Meeting Date: April 18, 2023

health (MIH) models and the ability to charge for these services. The City began operating the Nurse Practitioner Program (NPP) in 2019, an innovative MIH solution with a Nurse Practitioner Response Unit (NPRU), comprised of a Nurse Practitioner (NP) paired with a Paramedic, operating under the medical supervision of the City’s contracted Medical Director who is licensed to practice in the state. The program has been successful in improving the health outcomes for patients in the City by providing treatment in place, addressing chronic conditions, reducing reliance on the emergency department, handling low acuity calls thereby enabling fire suppression resources to be more available to respond to emergent calls.

Additionally, this program’s proactive medical care has helped more residents be able to age in place and improve their quality of life.

In California, counties have been given the primary responsibility for assuring that EMS systems are developed and implemented and also for designating a local EMS agency.

The Los Angeles County Emergency Medical Services Agency (County EMS), which serves as the lead agency for the EMS system in the County, is responsible for coordinating all system participants in its jurisdiction.

County EMS is responsible for planning, implementing, monitoring and evaluating the City’s local EMS system currently housed in the Fire Department (BHFD EMS). This includes establishing policies, addressing the financial aspects of system operation, and making provisions for collection, analysis, and dissemination of EMS related data. In addition, County EMS is responsible for establishing operational policies and procedures; designating EMS base hospitals and specialty care centers, such as trauma centers; developing guidelines, standards and protocols for patient treatment and transfer; implementing a prehospital ALS program; certifying and accrediting prehospital medical care personnel; and approving EMS personnel training programs. BHFD EMS, as the local agency, is required to follow these policies and procedures set by County EMS.

Nurse Educator
The BHFD EMS Division began in 2013 and has grown significantly in terms of complexity. Their primary purpose is to ensure compliance with the regulations set forth by the County EMS Agency. BHFD’s EMS Division began with 12 programs:
• ALS (Paramedic)
• Quality Improvement
• EMT/MLO
• Continual Education
• Occupational Health
• Infection Control
• HIPAA
• AED/PAD
• Mass Casualty/Terrorism
• Data/Records
• Ambulance Billing
• GEMT
In January 2019, Fire EMS contracted with Nurse Educator Caroline Jack for an average of 20 hours/week to provide quality improvement and continual education to the Fire Department’s Paramedics, EMTs, and Nurse Practitioners (NPs). Each year, the County and State continue to add more protocols and policies, which in turn translate into additional trainings, data collection, and reporting to ensure compliance and quality assurance in service delivery.

Meeting Date: April 18, 2023

Seven additional EMS programs were added between 2019 through 2022, which included multiple new mandatory reporting scenarios and expansion of existing EMS programs.
• Emergency Medical Dispatch • Nurse Practitioner Program • Skills Competency Verification • QAF
• Special Pathogens
• Pilot Programs
• Emergency Triage, Treat, and
Transport (ET3)
Another additional five EMS programs were added in 2022, necessitating increased use of the Nurse Educator for most of these. These five EMS programs were:
• Pediatric Readiness
• Emerging Programs
• Operative IQ
• Community Paramedicine
• Nurse Practitioner Program
As discussed above, the Nurse Educator was previously contracted for an average of 20 hours per week, but the workload has essentially doubled. In addition to the County EMS requirements, Nurse Educator Jack continues her education and is part of Cedars Simulation Lab Faculty, enabling her to provide higher level training to the City’s paramedics, EMTs, and NPs. Extensive training and simulations further enhances the staff’s skill and reduces the City’s liability. To meet these ongoing demands, and with approval of then-City Manager George Chavez, BHFD began to utilize the Nurse Educator closer to 40 hours/week in the beginning of FY 2022/23 with the intention of bringing forth an amendment to increase the Nurse Educator agreement and appropriation request. Staff is requesting to amend the Nurse Educator’s agreement to an average of 40 hours/week for FY 2022/23 to ensure vital trainings and compliance can continue this fiscal year (or “FY”). If approved, Staff would request an accompanying FY 2022/23 ongoing appropriation and purchase order of $88,400 and an ongoing appropriation beginning in FY 2023/24 for $7,072, which will be incorporated into next year’s budget.

The Nurse Educator agreement ends June 30, 2023 and a new agreement is necessary to prevent gaps in required education for the frontline EMS staff compliance with the increased County EMS regulation and requirements. Staff is requesting the Council consider approving entering into a new three-year agreement with two one-year options with Nurse Educator Caroline Jack beginning July 1, 2023. These services continue to be exempt from bidding of professional services per Beverly Hills Municipal Code (BHMC) 3-3-112 (G).

Nurse Practitioner Program (NPP)
NPP Retention and Recruitment
At the December 7, 2019 City Council meeting, official direction was given to expand the NPP coverage to ten hours per day, seven days a week. Along with the successes of the NPP, there have been challenges to the program, namely the decreasing pool of qualified EMS healthcare professionals, including RNs, NPs, and MDs, as a result of market shifts and post-Covid effects. This has created a market shortage, necessitating an increase in rates. The City had to increase the hourly rate from $90 to $102 beginning in July 2022 for recruitment and retention purposes and to remain competitive with nearby hospitals such as UCLA and Cedars-Sinai.

Meeting Date: April 18, 2023

The City has been entering into one-year agreements with the NPs and the five existing NP agreements are set to end on June 30, 2023. In order to maintain consistent staffing and avoid negotiating a new agreement each year, Staff is recommending the Council enter into new three-year agreements with two one-year options with the NPs beginning July 1, 2023. These services continue to be exempt from bidding of professional services per BHMC 3-3-112 (G).

Currently, each NP’s contract provides the cost will not exceed $100,000. Most NPs continue to work part-time in hospitals or other medical settings to maintain their clinical skills, and some NPs may take on more shifts than others.

In future years, Staff recommends raising the not-to-exceed amount of each contract to $200,000 to allow flexibility for NPs who may take on more shifts without having to amend the agreements each time. Although the contracts have this higher not-toexceed amount, the total NP cost will not exceed the budget amount set by the Council.

In this current fiscal year, Nurse Practitioner Erin West has taken on additional unfilled shifts and she is nearing the contract limit. In order to continue utilizing NP West’s services the remainder of this fiscal year, Staff is requesting the City Council amend the City’s agreement with NP West for FY 2022/23 to not exceed $150,000.

NPP Expanded Hours and Transport Capability
The City has been ahead of the curve in terms of looking at the future of EMS, and as part of the City Council Priorities adopted on June 14, 2022, the City Council again provided direction to expand the NPP. BHFD EMS recently obtained County EMS approval to provide transport capability giving the NPRU the ability to act as an additional Advanced Life Support (ALS) resource, a groundbreaking development that allows the NPRU to become the City’s fourth ALS rescue vehicle.

Under County protocol, paramedics are limited to transporting to the Emergency Departments (ED); however, NPs have the ability to transport to alternative care destinations, like an urgent care, substance abuse treatment center, sober living center, or behavioral health centers. As a strategic move, BHFD EMS is requesting to increase the NPRU hours from ten hours per day to twelve hours per day to not only treat more conventional medical calls, but also the significant potential for the NPP to impact overlapping substance abuse and mental health issues related to the increasing number of unhoused residents. The expansion of the NPP to twelve hours per day in conjunction with the hourly rate increases for NP recruitment and retention described previously result in a request for an ongoing appropriation of $82,050 for FY 2022/23 and an ongoing appropriation of $86,541 beginning in FY 2023/24. The expansion to twelve hours will also require additional Paramedic overtime and staff requests an ongoing appropriation of $4,004 for FY 2022/23 and an ongoing appropriation of $14,004 beginning in FY 2023/24.

Nurse Practitioner Practice Management
In the summer of 2019, the City’s Nurse Practitioner Program applied and was approved for the Centers for Medicare & Medicaid Services’ (CMS) Emergency Triage, Treat, and Transport (ET3) Model and Federal, State, and Local Initiatives pilot. This pilot is specific to advanced providers in the pre-hospital sector, where local EMS agencies are Meeting Date: April 18, 2023

encouraged to partner with qualified health professionals (QHP) to provide patients with the most appropriate treatment at the right time and place.

At the December 6, 2022, City Council Study Session, an update was provided in the agenda regarding the City’s participation in the ET3 and the potential to recoup costs from Medicare/MediCal for treating patients in place or transporting to alternative destinations. There is also the possibility of revenue for unhoused persons we treat who are Medicaid/Medicare eligible. BHFD EMS is in the process of obtaining a National Provider Identification (NPI) number and working on the ability to bill for services as part of ET3.

As the role of BHFD EMS expands a significant amount of policy, coordination, navigation, and integration of systems will need to take place. Professional level work is needed to ensure medical care, as administered by a Nurse Practitioner, is both consistent and compliant with Federal, State, Local and Department policies, procedures, protocols, standards of care and standardized procedures. Additionally, BHFD EMS will be responsible for maintaining compliance with applicable LA County Pre-Hospital Policy & Procedure and also interpretation and implementation of correlating Nurse Practice Act & Board of Registered Nursing statutes and regulations.

As the NP Program continues to expand and evolve, it is anticipated that there will be additional responsibilities to further develop and manage the program including:
• Nursing Policies, Protocols, Procedures, and standards of care • Billing and Reimbursements
• Mandatory Data Reporting (Data Collection, Metrics, Reporting) • Integration with Community Healthcare Providers (e.g. Cedars-Sinai, UCLA, Alternative Destinations, etc.)
The NP practice management portion will be performed by the existing NPs by way of NP Practice Management allocated funds. These hours are separate from direct patient care. The hourly rates will remain the same. The intent is to facilitate and actualize the Nurse Practitioner Program into operations and patient care. Staff is recommending the City Council approve the additional budget and appropriation for the Nurse Practitioner hours dedicated to Practice Management. If approved, there is an ongoing appropriation request of $38,160 for FY 2022/23 and an additional ongoing appropriation request beginning in FY 2023/24 for $47,002, which will be incorporated into next year’s budget.

NP Medical Director
The NP Medical Director is dual-boarded physician in Emergency Medicine and EMS.

The medical director is required to provide medical direction for the NP Program. Staff is recommending the Council to enter into new three-year agreements with two one-year options with the NP Medical Director beginning July 1, 2023. These services continue to be exempt from bidding of professional services per BHMC 3-3-112 (G). If approved, there is no appropriation request for FY 2022/23, but there is an ongoing appropriation request beginning in FY 2023/24 for $2,400, which will be incorporated into next year’s budget.

Meeting Date: April 18, 2023

Partners in Care Foundation
Medical Social Services
Social worker services were added for medical-related needs through Partners in Care Foundation (PICF). The Nurse Practitioners utilize the social worker services to focus on mitigating medical care related needs and social determinants of health that fall outside of the NP’s wheelhouse. PICF social workers provide social services as well as support to NP case management, enabling BHFD EMS to create holistic, multi-disciplinary care outside of medical interventions.

The Fire Department’s contract with PICF began in 2020 and projected an average of 20 cases per month or 240 cases per year. However, the number of cases has increased from a monthly average of 20 to over 40 per month. The Fire Department had originally absorbed the increased amounts, but it appears the caseload is remaining at a consistently higher level, likely due to the growth in number of patients seen by the Nurse Practitioners. The Nurse Practitioners have had to limit the number of referrals due to the contract and budget constraints leaving them unable to address in full all social service needs. The NP Program and PICF work together to triage demand, attending to cases of higher acuity. The graph below demonstrates the uptick in demand for social services at the onset of each budget year (Blue line) followed by a cap to patient’s seen (Red line) as funding to see more patients becomes limited.

In addition, PICF provides preventative education through their Matter of Balance fall services, where participants learn to change their environment to reduce fall risk factors, to view falls and the fear of falling as controllable, and to set realistic goals to increase activity and exercise to increase strength and balance. The Fire Department responds to a high volume of lift assist calls, which are non-emergent calls from a person who needs assistance to move out of a chair or bed or who fell. This education, particularly when done in conjunction with other services like grab bars, help to reduce the number of lift assist calls and enable Fire Department resources to remain available for emergent calls. The NPs are able to refer patients to enroll and participate in 1 hour sessions per week for 8 weeks or twice per week for 4 weeks.

Meeting Date: April 18, 2023

FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28
Total NPP
Cost
Increases
Nurse Educator $88,400 $7,072 $7,355 $7,649 $7,955 $8,273 $126,704 NP 12 Hours/Day & Rate Increase $82,050 $86,541 $19,884 $20,679 $21,506 $22,366 $253,026 PICF Social Services $36,520 $100,000 $0 $0 $0 $0 $136,520 NP Medical Director $0 $2,400 $2,496 $2,596 $2,699 $2,808 $12,999 Paramedic (4 hrs O/T) $4,044 $14,004 $541 $558 $1,166 $609 $20,922 NP Practice Mgmt $38,160 $47,002 $2,206 $2,295 $2,386 $2,482 $94,531 Proposed Annual NPP Increases $249,174 $257,019 $32,482 $33,777 $35,712 $36,538 $644,702 Total Proposed Ongoing Appropriations by Year $249,174 $257,019 Proposed Nurse Practitioner Program (NPP)
Appropriation Requests Future Proposed Years
In order to meet the increase in demand for medical social service case management and Matter of Balance preventative education, an amendment to PICF’s agreement is necessary, as well as an appropriation to increase the amount for this fiscal year. PICF’s agreement expires June 30, 2023. Staff is recommending the Council enter into new three-year agreements with two one-year options beginning July 1, 2023.

These services continue to be exempt from bidding of professional services per BHMC 3-3-112 (G). Staff is recommending an ongoing appropriation beginning in FY 2022/23 for $36,520 and an additional ongoing appropriation beginning in FY 2023/24 for $100,000, which will be incorporated into next year’s budget.

FISCAL IMPACT
With these expanded services over the next five (5) years, the Fire Department anticipates cost escalations totaling $644,702, summarized in the table below.

Two ongoing appropriations are requested: (1) a FY 2022/23 ongoing General Fund appropriation of $249,174 and (2) a FY 2023/24 ongoing General Fund appropriation request of $257,019. Staff may need to bring forward budget enhancement requests in future years (beginning in FY 2024/25) to cover contractual escalations, to the extent they are necessary.

The table below reflects the current budget for FY 2022/23 and incorporates the annual ongoing appropriation requests above into a summarized annual NPP budget from FY 2022/23 through FY 2023/24 and summarizes projected cost increases in future years through FY 2027/28.

Based on the recommendations above, the current FY 2022/23 budget of $576,900 will increase by a total of $506,193 ($249,174+$257,019), resulting in a proposed FY 2023/24 NPP budget of $1,083,093.

Meeting Date: April 18, 2023

Proposed Nurse Practitioner Program (NPP)
FY 22-23
Current
Budget
Total
FY22-23
Revised
Budget
Proposed
FY 23-24
Budget
Proposed
FY 24-25
Costs
Proposed
FY 25-26
Costs
Proposed
FY 26-27
Costs
Proposed
FY 27-28
Costs
Nurse Educator $88,400 $176,800 $183,872 $191,227 $198,876 $206,831 $215,104 NP 12 Hours/Day & Rate Increase $328,500 $410,550 $497,091 $516,975 $537,654 $559,160 $581,526 PICF Social Services $100,000 $136,520 $236,520 $236,520 $236,520 $236,520 $236,520 NP Medical Director $60,000 $60,000 $62,400 $64,896 $67,492 $70,191 $72,999 Paramedic (4 hrs O/T) 0 $4,044 $18,048 $18,589 $19,147 $20,313 $20,922 NP Practice Mgmt 0 $38,160 $85,162 $87,368 $89,663 $92,049 $94,531 Total Proposed NPP Annual Costs $576,900 $826,074 $1,083,093 $1,115,575 $1,149,352 $1,185,064 $1,221,602 Proposed Annual Increases (Year over Year) $249,174 $257,019 $32,482 $33,777 $35,712 $36,538 Jeff Muir
Director of Finance
Greg Barton
Fire Chief
Approved By Approved By
Attachment 1
1 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ALEA FOSTER, FNP-C FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Alea Foster, FNP-C
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Alea Foster, FNP-C CONTRACTOR’S ADDRESS: 9801 East Covell Road
Arcadia OK 73007-7571
Attention: Alea Foster, FNP-C
CONTRACTOR’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
445 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$1,000,000.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $200,000.00
Fiscal Year 24/25: $200,000.00
Fiscal Year 25/26: $200,000.00
Fiscal Year 26/27: $200,000.00 (if extended)
Fiscal Year 27/28: $200,000.00 (if extended)
DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 2 B0785-0001\2798871v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ALEA FOSTER, FNP-C FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Alea Foster, FNP-C (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 3 B0785-0001\2798871v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 4 B0785-0001\2798871v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, as required by the State of California while performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Medical Professional Liability Insurance
(5) A policy or policies of Medical Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 5 B0785-0001\2798871v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 6 B0785-0001\2798871v2.doc
CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

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Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

ALEA FOSTER, FNP-C
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Mid-level practitioners such as Nurse Practitioners (NPs) perform a vital role in the medical community's commitment to deliver effective and efficient quality health care services. CITY’s Fire Department (“BHFD”) has been implementing a Nurse Practitioner Response Unit (“NPRU”) to complement its traditional emergency medical service model. In collaboration with and under the supervision of the BHFD Nurse Practitioner Program Medical Director (“Medical Director”), the BHFD Contract Nurse Practitioner’s (“NP”) responsibilities shall include:
• Functioning as a clinician, providing direct patient care to the ill and injured in the field, home, and outpatient settings in CITY.
• Providing medical treatment, including, but not limited to, obtaining patient history, conducting and interpreting diagnostic tests, performing basic routine procedures, administering and prescribing medication, consulting with other healthcare professionals and social services, transporting patients to hospital and or alternative destination. • Maintaining communication with the Medical Director, primary care physician, transfer receiving physician, BHFD personnel, and other members of the care team to ensure the highest quality of care and service.
• Assisting in the implementation and continuing development of the NPRU Program. • Collecting and reporting of data for research, quality assurance, and quality improvement purposes
• Managing and maintaining the NPRU on a daily basis.

CONTRACTOR shall adhere to written standardized procedures established by the Medical Director (“Standardized Procedures”) as it relates to the clinical practice of the NP as well as acting in accordance with state, county, BHFD and any other relevant healthcare institution’s regulations.

CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adultgerontology or emergency medicine • Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California. • Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications. • A current certificate as a NP certified by a national center such as the American Nurse Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 9 B0785-0001\2798871v2.doc
a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
• Previous certification as a Mobile Intensive Care Nurse (”MICN”) – (highly desirable)

CREDENTIALING AND EDUCATION
CONTRACTOR shall submit proof of qualifications and required certifications. All required credentialing elements must be verified by CITY prior to commencing services under the Agreement.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

CONTRACTOR shall perform the following duties and have the following responsibilities:

A. ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, BHFD administration, primary physicians, and receiving facilities. • Assists with continuing development of the BHFD NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.

B. ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.

C. DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
D. DEVELOPMENT OF A TREATMENT PLAN
The NP, together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.

Formulation of the treatment plan includes:

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• Medication reconciliation
• Ordering additional diagnostic tests as indicated
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies, and/or as stated in CITY’s written NPRU Program E. IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies
Actions include:
• Working closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies F. FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
• Managing acute and chronic care needs as appropriate
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G. THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
H. ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs.
• Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to BHFD personnel

COLLABORATING PHYSICIAN(S)
It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be cosigned by the Medical Director within thirty (30) days of the visit.

PRESCRIBING MEDICATIONS
The NP must maintain a current Furnishing Number and a DEA Number..

ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports CITY Fire Department’s mission. • Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR. • Participates in CITY / Community events for the purposes of:
o Community Health Screening
o Community Outreach / Health Education
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed One Million Dollars ($1,000,000.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $200,000.00
Fiscal Year 24/25 $200,000.00
Fiscal Year 25/26 $200,000.00
Fiscal Year 26/27 $200,000.00
Fiscal Year 27/28 $200,000.00
5-YEAR NOT-TO-EXCEED TOTAL $1,000,000.00

COST BREAKDOWN
Fiscal Year 23/24 $ 106.08
Fiscal Year 24/25 $ 110.32
Fiscal Year 25/26 $ 114.74
Fiscal Year 26/27 $ 119.33
Fiscal Year 27/28 $ 124.10
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Alea Foster, FNP-C (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

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4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 19 B0785-0001\2798871v2.doc
PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 20 B0785-0001\2798871v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 21 B0785-0001\2798871v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 22 B0785-0001\2798871v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 23 B0785-0001\2798871v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 24 B0785-0001\2798871v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Alea Foster, FNP-C
9801 East Covell Road
Arcadia OK 73007-7571
909-262-2548/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 25 B0785-0001\2798871v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

ALEA FOSTER, FNP-C NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: 989F7282-43B9-4FBF-9CB5-62381B387B32 Certificate Of Completion
Envelope Id: 989F728243B94FBF9CB562381B387B32 Status: Sent Subject: Complete with DocuSign: Agreement Nurse Practitioner Alea Foster FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 25 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 3:59:44 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Alea Foster
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 99.14.109.121
Signed using mobile
Sent: 4/12/2023 4:04:15 PM
Viewed: 4/12/2023 4:43:20 PM
Signed: 4/12/2023 4:45:12 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:45:13 PM
Viewed: 4/12/2023 5:16:28 PM
Signed: 4/12/2023 5:16:47 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:16:49 PM
Resent: 4/12/2023 9:26:07 PM
Resent: 4/12/2023 9:29:30 PM
Viewed: 4/12/2023 10:46:34 PM
Signed: 4/12/2023 10:46:55 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 10:46:57 PM
Viewed: 4/13/2023 6:55:31 AM
Signed: 4/13/2023 6:55:38 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:55:40 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:04:15 PM
Payment Events Status Timestamps
Attachment 2
1 B0785-0001\2798865v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ERIN A. WEST, FNP-BC FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Erin A. West, FNP-BC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Erin A. West, FNP-BC CONTRACTOR’S ADDRESS: 1275 N. Harper Avenue, Unit 2
West Hollywood CA 90046
Attention: Erin A. West, FNP-BC
CONTRACTOR’S E.I.N/TAX I.D. NO.: 81-0839435
CITY’S ADDRESS: City of Beverly Hills
445 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$1,000,000.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $200,000.00
Fiscal Year 24/25: $200,000.00
Fiscal Year 25/26: $200,000.00
Fiscal Year 26/27: $200,000.00 (if extended)
Fiscal Year 27/28: $200,000.00 (if extended)
DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 2 B0785-0001\2798865v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ERIN A. WEST, FNP-BC FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Erin A. West, FNP-BC (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 3 B0785-0001\2798865v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 4 B0785-0001\2798865v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, as required by the State of California while performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Medical Professional Liability Insurance
(5) A policy or policies of Medical Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 5 B0785-0001\2798865v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 6 B0785-0001\2798865v2.doc
CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

ERIN A. WEST, FNP-BC
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Mid-level practitioners such as Nurse Practitioners (NPs) perform a vital role in the medical community's commitment to deliver effective and efficient quality health care services. CITY’s Fire Department (“BHFD”) has been implementing a Nurse Practitioner Response Unit (“NPRU”) to complement its traditional emergency medical service model. In collaboration with and under the supervision of the BHFD Nurse Practitioner Program Medical Director (“Medical Director”), the BHFD Contract Nurse Practitioner’s (“NP”) responsibilities shall include:
• Functioning as a clinician, providing direct patient care to the ill and injured in the field, home, and outpatient settings in CITY.
• Providing medical treatment, including, but not limited to, obtaining patient history, conducting and interpreting diagnostic tests, performing basic routine procedures, administering and prescribing medication, consulting with other healthcare professionals and social services, transporting patients to hospital and or alternative destination. • Maintaining communication with the Medical Director, primary care physician, transfer receiving physician, BHFD personnel, and other members of the care team to ensure the highest quality of care and service.
• Assisting in the implementation and continuing development of the NPRU Program. • Collecting and reporting of data for research, quality assurance, and quality improvement purposes
• Managing and maintaining the NPRU on a daily basis.

CONTRACTOR shall adhere to written standardized procedures established by the Medical Director (“Standardized Procedures”) as it relates to the clinical practice of the NP as well as acting in accordance with state, county, BHFD and any other relevant healthcare institution’s regulations.

CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adultgerontology or emergency medicine • Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California. • Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications. • A current certificate as a NP certified by a national center such as the American Nurse Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 9 B0785-0001\2798865v2.doc
a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
• Previous certification as a Mobile Intensive Care Nurse (”MICN”) – (highly desirable)

CREDENTIALING AND EDUCATION
CONTRACTOR shall submit proof of qualifications and required certifications. All required credentialing elements must be verified by CITY prior to commencing services under the Agreement.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

CONTRACTOR shall perform the following duties and have the following responsibilities:

A. ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, BHFD administration, primary physicians, and receiving facilities. • Assists with continuing development of the BHFD NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.

B. ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.

C. DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
D. DEVELOPMENT OF A TREATMENT PLAN
The NP, together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.

Formulation of the treatment plan includes:

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• Medication reconciliation
• Ordering additional diagnostic tests as indicated
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies, and/or as stated in CITY’s written NPRU Program E. IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies
Actions include:
• Work closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies F. FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
• Managing acute and chronic care needs as appropriate
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G. THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
H. ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs.
• Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to BHFD personnel

COLLABORATING PHYSICIAN(S)
It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be cosigned by the Medical Director within thirty (30) days of the visit.

PRESCRIBING MEDICATIONS
The NP must maintain a current Furnishing Number and a DEA Number..

ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports CITY Fire Department’s mission. • Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR. • Participates in CITY / Community events for the purposes of:
o Community Health Screening
o Community Outreach / Health Education
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed One Million Dollars ($1,000,000.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $200,000.00
Fiscal Year 24/25 $200,000.00
Fiscal Year 25/26 $200,000.00
Fiscal Year 26/27 $200,000.00
Fiscal Year 27/28 $200,000.00
5-YEAR NOT-TO-EXCEED TOTAL $1,000,000.00

COST BREAKDOWN
Fiscal Year 23/24 $ 106.08
Fiscal Year 24/25 $ 110.32
Fiscal Year 25/26 $ 114.74
Fiscal Year 26/27 $ 119.33
Fiscal Year 27/28 $ 124.10
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Erin A. West, FNP-BC (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

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4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 19 B0785-0001\2798865v2.doc
PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 20 B0785-0001\2798865v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 21 B0785-0001\2798865v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 22 B0785-0001\2798865v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 23 B0785-0001\2798865v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 24 B0785-0001\2798865v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Erin A. West, FNP-BC
1275 N. Harper Avenue, Unit 2
West Hollywood CA 90046
323-404-6150/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 25 B0785-0001\2798865v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

ERIN A. WEST, FNP-BC NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: CEF2271B-CD6D-4289-B973-FB37DA2BB843 Certificate Of Completion
Envelope Id: CEF2271BCD6D4289B973FB37DA2BB843 Status: Sent Subject: Complete with DocuSign: Agreement Nurse Practitioner Erin A. West FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 25 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 3:48:13 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Erin A. West
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.162
Sent: 4/12/2023 3:52:35 PM
Viewed: 4/12/2023 4:33:32 PM
Signed: 4/12/2023 4:36:44 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:36:46 PM
Viewed: 4/12/2023 5:17:15 PM
Signed: 4/12/2023 5:17:36 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:17:38 PM
Viewed: 4/12/2023 9:03:11 PM
Signed: 4/12/2023 9:03:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:03:28 PM
Viewed: 4/13/2023 6:57:36 AM
Signed: 4/13/2023 6:57:54 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:57:57 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 3:52:35 PM
Payment Events Status Timestamps
Attachment 3
1 B0785-0001\2798872v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
KARLA B. SONNIER FNP-C FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Karla B. Sonnier FNP-C
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Karla B. Sonnier FNP-C CONTRACTOR’S ADDRESS: 17822 Cardiff Circle
Huntington Beach CA 92649
Attention: Karla B. Sonnier FNP-C
CONTRACTOR’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
445 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$1,000,000.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $200,000.00
Fiscal Year 24/25: $200,000.00
Fiscal Year 25/26: $200,000.00
Fiscal Year 26/27: $200,000.00 (if extended)
Fiscal Year 27/28: $200,000.00 (if extended)
DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 2 B0785-0001\2798872v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
KARLA B. SONNIER FNP-C FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Karla B. Sonnier FNP-C (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 3 B0785-0001\2798872v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 4 B0785-0001\2798872v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, as required by the State of California while performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Medical Professional Liability Insurance
(5) A policy or policies of Medical Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 5 B0785-0001\2798872v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 6 B0785-0001\2798872v2.doc
CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

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Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

KARLA B. SONNIER FNP-C
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Mid-level practitioners such as Nurse Practitioners (NPs) perform a vital role in the medical community's commitment to deliver effective and efficient quality health care services. CITY’s Fire Department (“BHFD”) has been implementing a Nurse Practitioner Response Unit (“NPRU”) to complement its traditional emergency medical service model. In collaboration with and under the supervision of the BHFD Nurse Practitioner Program Medical Director (“Medical Director”), the BHFD Contract Nurse Practitioner’s (“NP”) responsibilities shall include:
• Functioning as a clinician, providing direct patient care to the ill and injured in the field, home, and outpatient settings in CITY.
• Providing medical treatment, including, but not limited to, obtaining patient history, conducting and interpreting diagnostic tests, performing basic routine procedures, administering and prescribing medication, consulting with other healthcare professionals and social services, transporting patients to hospital and or alternative destination. • Maintaining communication with the Medical Director, primary care physician, transfer receiving physician, BHFD personnel, and other members of the care team to ensure the highest quality of care and service.
• Assisting in the implementation and continuing development of the NPRU Program. • Collecting and reporting of data for research, quality assurance, and quality improvement purposes
• Managing and maintaining the NPRU on a daily basis.

CONTRACTOR shall adhere to written standardized procedures established by the Medical Director (“Standardized Procedures”) as it relates to the clinical practice of the NP as well as acting in accordance with state, county, BHFD and any other relevant healthcare institution’s regulations.

CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adultgerontology or emergency medicine • Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California. • Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications. • A current certificate as a NP certified by a national center such as the American Nurse Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 9 B0785-0001\2798872v2.doc
a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
• Previous certification as a Mobile Intensive Care Nurse (”MICN”) – (highly desirable)

CREDENTIALING AND EDUCATION
CONTRACTOR shall submit proof of qualifications and required certifications. All required credentialing elements must be verified by CITY prior to commencing services under the Agreement.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

CONTRACTOR shall perform the following duties and have the following responsibilities:

A. ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, BHFD administration, primary physicians, and receiving facilities. • Assists with continuing development of the BHFD NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.

B. ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.

C. DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
D. DEVELOPMENT OF A TREATMENT PLAN
The NP, together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.

Formulation of the treatment plan includes:

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• Medication reconciliation
• Ordering additional diagnostic tests as indicated
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies, and/or as stated in CITY’s written NPRU Program E. IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies
Actions include:
• Working closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies F. FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
• Managing acute and chronic care needs as appropriate
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G. THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
H. ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs.
• Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to BHFD personnel

COLLABORATING PHYSICIAN(S)
It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be cosigned by the Medical Director within thirty (30) days of the visit.

PRESCRIBING MEDICATIONS
The NP must maintain a current Furnishing Number and a DEA Number..

ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports CITY Fire Department’s mission. • Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR. • Participates in CITY / Community events for the purposes of:
o Community Health Screening
o Community Outreach / Health Education
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed One Million Dollars ($1,000,000.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $200,000.00
Fiscal Year 24/25 $200,000.00
Fiscal Year 25/26 $200,000.00
Fiscal Year 26/27 $200,000.00
Fiscal Year 27/28 $200,000.00
5-YEAR NOT-TO-EXCEED TOTAL $1,000,000.00

COST BREAKDOWN
Fiscal Year 23/24 $ 106.08
Fiscal Year 24/25 $ 110.32
Fiscal Year 25/26 $ 114.74
Fiscal Year 26/27 $ 119.33
Fiscal Year 27/28 $ 124.10
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Karla B. Sonnier FNP-C (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 18 B0785-0001\2798872v2.doc

4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 19 B0785-0001\2798872v2.doc
PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 20 B0785-0001\2798872v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 21 B0785-0001\2798872v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 22 B0785-0001\2798872v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 23 B0785-0001\2798872v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 24 B0785-0001\2798872v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Karla B. Sonnier FNP C
17822 Cardiff Circle
Huntington Beach CA 92649
562-773-3683/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 25 B0785-0001\2798872v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

KARLA B. SONNIER FNP-C NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: 372A40C0-50F0-4115-9634-2F7DB593BE05 Certificate Of Completion
Envelope Id: 372A40C050F0411596342F7DB593BE05 Status: Sent Subject: Complete with DocuSign: Agreement Nurse Practitioner Karla B. Sonnier FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 25 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 4:05:50 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Karla B. Sonnier
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.12.245.242
Signed using mobile
Sent: 4/12/2023 4:08:35 PM
Viewed: 4/12/2023 6:33:12 PM
Signed: 4/12/2023 6:34:17 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 208.79.110.234
Signed using mobile
Sent: 4/12/2023 6:34:19 PM
Viewed: 4/12/2023 7:42:23 PM
Signed: 4/12/2023 7:42:35 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 7:42:37 PM
Viewed: 4/12/2023 8:59:07 PM
Signed: 4/12/2023 8:59:23 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 8:59:25 PM
Viewed: 4/13/2023 6:58:50 AM
Signed: 4/13/2023 7:00:37 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 7:00:39 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:08:35 PM
Payment Events Status Timestamps
Attachment 4
1 B0785-0001\2798867v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
TARA S. ABRAMS NP FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Tara S. Abrams NP
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Tara S. Abrams NP
CONTRACTOR’S ADDRESS: 4533 E. Shaw St.

Long Beach CA 90803
Attention: Tara S. Abrams NP
CONTRACTOR’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
445 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$1,000,000.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $200,000.00
Fiscal Year 24/25: $200,000.00
Fiscal Year 25/26: $200,000.00
Fiscal Year 26/27: $200,000.00 (if extended)
Fiscal Year 27/28: $200,000.00 (if extended)
DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 2 B0785-0001\2798867v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
TARA S. ABRAMS NP FOR THE CONTRACT NURSE

PRACTITIONER PROGRAM FOR THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Tara S. Abrams NP (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 3 B0785-0001\2798867v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 4 B0785-0001\2798867v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, as required by the State of California while performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Medical Professional Liability Insurance
(5) A policy or policies of Medical Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 5 B0785-0001\2798867v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 6 B0785-0001\2798867v2.doc
CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

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Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

TARA S. ABRAMS NP
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Mid-level practitioners such as Nurse Practitioners (NPs) perform a vital role in the medical community's commitment to deliver effective and efficient quality health care services. CITY’s Fire Department (“BHFD”) has been implementing a Nurse Practitioner Response Unit (“NPRU”) to complement its traditional emergency medical service model. In collaboration with and under the supervision of the BHFD Nurse Practitioner Program Medical Director (“Medical Director”), the BHFD Contract Nurse Practitioner’s (“NP”) responsibilities shall include:
• Functioning as a clinician, providing direct patient care to the ill and injured in the field, home, and outpatient settings in CITY.
• Providing medical treatment, including, but not limited to, obtaining patient history, conducting and interpreting diagnostic tests, performing basic routine procedures, administering and prescribing medication, consulting with other healthcare professionals and social services, transporting patients to hospital and or alternative destination. • Maintaining communication with the Medical Director, primary care physician, transfer receiving physician, BHFD personnel, and other members of the care team to ensure the highest quality of care and service.
• Assisting in the implementation and continuing development of the NPRU Program. • Collecting and reporting of data for research, quality assurance, and quality improvement purposes
• Managing and maintaining the NPRU on a daily basis.

CONTRACTOR shall adhere to written standardized procedures established by the Medical Director (“Standardized Procedures”) as it relates to the clinical practice of the NP as well as acting in accordance with state, county, BHFD and any other relevant healthcare institution’s regulations.

CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adultgerontology or emergency medicine • Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California. • Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications. • A current certificate as a NP certified by a national center such as the American Nurse Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 9 B0785-0001\2798867v2.doc
a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
• Previous certification as a Mobile Intensive Care Nurse (”MICN”) – (highly desirable)

CREDENTIALING AND EDUCATION
CONTRACTOR shall submit proof of qualifications and required certifications. All required credentialing elements must be verified by CITY prior to commencing services under the Agreement.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

CONTRACTOR shall perform the following duties and have the following responsibilities:

A. ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, BHFD administration, primary physicians, and receiving facilities. • Assists with continuing development of the BHFD NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.

B. ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.

C. DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
D. DEVELOPMENT OF A TREATMENT PLAN
The NP, together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.

Formulation of the treatment plan includes:

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• Medication reconciliation
• Ordering additional diagnostic tests as indicated
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies, and/or as stated in CITY’s written NPRU Program E. IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies
Actions include:
• Working closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies F. FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
• Managing acute and chronic care needs as appropriate
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G. THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
H. ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs.
• Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to BHFD personnel

COLLABORATING PHYSICIAN(S)
It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be cosigned by the Medical Director within thirty (30) days of the visit.

PRESCRIBING MEDICATIONS
The NP must maintain a current Furnishing Number and a DEA Number..

ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports CITY Fire Department’s mission. • Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR. • Participates in CITY / Community events for the purposes of:
o Community Health Screening
o Community Outreach / Health Education
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed One Million Dollars ($1,000,000.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $200,000.00
Fiscal Year 24/25 $200,000.00
Fiscal Year 25/26 $200,000.00
Fiscal Year 26/27 $200,000.00
Fiscal Year 27/28 $200,000.00
5-YEAR NOT-TO-EXCEED TOTAL $1,000,000.00

COST BREAKDOWN
Fiscal Year 23/24 $ 106.08
Fiscal Year 24/25 $ 110.32
Fiscal Year 25/26 $ 114.74
Fiscal Year 26/27 $ 119.33
Fiscal Year 27/28 $ 124.10
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Tara S. Abrams NP (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 18 B0785-0001\2798867v2.doc

4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 19 B0785-0001\2798867v2.doc
PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 20 B0785-0001\2798867v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 21 B0785-0001\2798867v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 22 B0785-0001\2798867v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 23 B0785-0001\2798867v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 24 B0785-0001\2798867v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Tara S. Abrams NP
4533 E. Shaw St.

Long Beach CA 90803
562-335-7332/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 25 B0785-0001\2798867v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

TARA S. ABRAMS NP NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: B0733114-749A-45E5-9BC0-4393E885E754 Certificate Of Completion
Envelope Id: B0733114749A45E59BC04393E885E754 Status: Sent Subject: Complete with DocuSign: Agreement Nurse Practitioner Tara S. Abrams FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 25 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 4:09:31 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Tara S. Abrams
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.238.162.225
Signed using mobile
Sent: 4/12/2023 4:12:23 PM
Resent: 4/12/2023 4:25:53 PM
Viewed: 4/12/2023 4:49:02 PM
Signed: 4/12/2023 4:50:43 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:50:45 PM
Viewed: 4/12/2023 5:14:45 PM
Signed: 4/12/2023 5:15:14 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:15:16 PM
Viewed: 4/12/2023 9:02:27 PM
Signed: 4/12/2023 9:02:44 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:02:46 PM
Viewed: 4/13/2023 6:58:10 AM
Signed: 4/13/2023 6:58:16 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:58:18 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:12:23 PM
Envelope Updated Security Checked 4/12/2023 4:25:52 PM
Payment Events Status Timestamps
Attachment 5
1 B0785-0001\2798870v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

THERESE MARIE DONNELLY NP FOR THE CONTRACT

NURSE PRACTITIONER PROGRAM FOR THE BEVERLY HILLS

FIRE DEPARTMENT
NAME OF CONTRACTOR: Therese Marie Donnelly NP
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Therese Marie Donnelly NP CONTRACTOR’S ADDRESS: 25065 Hidden Willow Circle
Santa Clarita CA 91387
Attention: Therese Marie Donnelly NP
CONTRACTOR’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
445 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$1,000,000.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $200,000.00
Fiscal Year 24/25: $200,000.00
Fiscal Year 25/26: $200,000.00
Fiscal Year 26/27: $200,000.00 (if extended)
Fiscal Year 27/28: $200,000.00 (if extended)
DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 2 B0785-0001\2798870v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

THERESE MARIE DONNELLY NP FOR THE CONTRACT

NURSE PRACTITIONER PROGRAM FOR THE BEVERLY HILLS

FIRE DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Therese Marie Donnelly NP (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 3 B0785-0001\2798870v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 4 B0785-0001\2798870v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, as required by the State of California while performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Medical Professional Liability Insurance
(5) A policy or policies of Medical Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 5 B0785-0001\2798870v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 6 B0785-0001\2798870v2.doc
CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

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Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

THERESE MARIE DONNELLY NP
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Mid-level practitioners such as Nurse Practitioners (NPs) perform a vital role in the medical community's commitment to deliver effective and efficient quality health care services. CITY’s Fire Department (“BHFD”) has been implementing a Nurse Practitioner Response Unit (“NPRU”) to complement its traditional emergency medical service model. In collaboration with and under the supervision of the BHFD Nurse Practitioner Program Medical Director (“Medical Director”), the BHFD Contract Nurse Practitioner’s (“NP”) responsibilities shall include:
• Functioning as a clinician, providing direct patient care to the ill and injured in the field, home, and outpatient settings in CITY.
• Providing medical treatment, including, but not limited to, obtaining patient history, conducting and interpreting diagnostic tests, performing basic routine procedures, administering and prescribing medication, consulting with other healthcare professionals and social services, transporting patients to hospital and or alternative destination. • Maintaining communication with the Medical Director, primary care physician, transfer receiving physician, BHFD personnel, and other members of the care team to ensure the highest quality of care and service.
• Assisting in the implementation and continuing development of the NPRU Program. • Collecting and reporting of data for research, quality assurance, and quality improvement purposes
• Managing and maintaining the NPRU on a daily basis.

CONTRACTOR shall adhere to written standardized procedures established by the Medical Director (“Standardized Procedures”) as it relates to the clinical practice of the NP as well as acting in accordance with state, county, BHFD and any other relevant healthcare institution’s regulations.

CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adultgerontology or emergency medicine • Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California. • Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications. • A current certificate as a NP certified by a national center such as the American Nurse Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 9 B0785-0001\2798870v2.doc
a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
• Previous certification as a Mobile Intensive Care Nurse (”MICN”) – (highly desirable)

CREDENTIALING AND EDUCATION
CONTRACTOR shall submit proof of qualifications and required certifications. All required credentialing elements must be verified by CITY prior to commencing services under the Agreement.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

CONTRACTOR shall perform the following duties and have the following responsibilities:

A. ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, BHFD administration, primary physicians, and receiving facilities. • Assists with continuing development of the BHFD NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.

B. ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.

C. DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
D. DEVELOPMENT OF A TREATMENT PLAN
The NP, together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.

Formulation of the treatment plan includes:

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• Medication reconciliation
• Ordering additional diagnostic tests as indicated
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies, and/or as stated in CITY’s written NPRU Program E. IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver Consistent with the Los Angeles County EMS Agency’s Pre-hospital policies and/or BHFD policies
Actions include:
• Working closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies F. FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
• Managing acute and chronic care needs as appropriate
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G. THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
H. ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs.
• Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to BHFD personnel

COLLABORATING PHYSICIAN(S)
It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be cosigned by the Medical Director within thirty (30) days of the visit.

PRESCRIBING MEDICATIONS
The NP must maintain a current Furnishing Number and a DEA Number..

ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports CITY Fire Department’s mission. • Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR. • Participates in CITY / Community events for the purposes of:
o Community Health Screening
o Community Outreach / Health Education
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed One Million Dollars ($1,000,000.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $200,000.00
Fiscal Year 24/25 $200,000.00
Fiscal Year 25/26 $200,000.00
Fiscal Year 26/27 $200,000.00
Fiscal Year 27/28 $200,000.00
5-YEAR NOT-TO-EXCEED TOTAL $1,000,000.00

COST BREAKDOWN
Fiscal Year 23/24 $ 106.08
Fiscal Year 24/25 $ 110.32
Fiscal Year 25/26 $ 114.74
Fiscal Year 26/27 $ 119.33
Fiscal Year 27/28 $ 124.10
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Therese Marie Donnelly NP (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 18 B0785-0001\2798870v2.doc

4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 19 B0785-0001\2798870v2.doc
PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 20 B0785-0001\2798870v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 21 B0785-0001\2798870v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 22 B0785-0001\2798870v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 23 B0785-0001\2798870v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 24 B0785-0001\2798870v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Therese Marie Donnelly NP
25065 Hidden Willow Circle
Santa Clarita CA 91387
818-486-0910/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 25 B0785-0001\2798870v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

THERESE MARIE DONNELLY NP NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: 3604E3BF-C389-4EFE-974A-0FF637679671 Certificate Of Completion
Envelope Id: 3604E3BFC3894EFE974A0FF637679671 Status: Sent Subject: Complete with DocuSign: Agreement Nurse Practitioner Therese Marie Donnelly FY23-24 thru FY27-...

Source Envelope:

Document Pages: 25 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 4:12:31 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Therese Marie Donnelly
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 166.199.97.52
Signed using mobile
Sent: 4/12/2023 4:15:21 PM
Viewed: 4/12/2023 4:32:41 PM
Signed: 4/12/2023 4:35:36 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:35:38 PM
Viewed: 4/12/2023 5:18:00 PM
Signed: 4/12/2023 5:18:19 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:18:21 PM
Viewed: 4/12/2023 9:04:16 PM
Signed: 4/12/2023 9:04:31 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:04:33 PM
Viewed: 4/13/2023 6:57:13 AM
Signed: 4/13/2023 6:57:19 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:57:21 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:15:21 PM
Payment Events Status Timestamps
Attachment 6
1 B0785-0001\2798878v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
MARC R. COHEN, MD IN CONNECTION WITH THE NURSE

PRACTITIONER PROGRAM OF THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Marc R. Cohen, MD
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Marc R. Cohen, MD
CONTRACTOR’S ADDRESS: 346 Manhattan Avenue
Hermosa Beach CA 90254
Attention: Marc R. Cohen, MD
CONTRACTOR’S E.I.N/TAX I.D. NO.: 20-3372220
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2028
CONSIDERATION: Total not to exceed amount of $337,978.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $62,400.00
Fiscal Year 24/25: $64,896.00
Fiscal Year 25/26: $67,492.00
Fiscal Year 26/27: $70,191.00 (if extended)
Fiscal Year 27/28: $72,999.00 (if extended)
DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 2 B0785-0001\2798878v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
MARC R. COHEN, MD IN CONNECTION WITH THE NURSE

PRACTITIONER PROGRAM OF THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Marc R. Cohen, MD (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or her designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.

CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.

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(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

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(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of Fifty Thousand Dollars ($50,000) per occurrence on property damage, and One Hundred Thousand Dollars ($100,000) per occurrence on bodily injury, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Emergency Medical Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

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(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

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Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

MARC R. COHEN, MD
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform the following services:

1. Assist in the creation, implementation, and continual management of CITY's Nurse Practitioner Program;
a. Assist in the collation and reporting of correlating data for research purposes;

2. Create and implement Standardized Procedures, as it relates to the clinical practice of the Nurse Practitioner;
a. Observe said procedures and provide documentation for the purpose of the Nurse Practitioner being able to perform Standardized Procedures autonomously;

3. Provide continual clinical oversight of the Nurse Practitioner; a. Perform “ride alongs” with the Nurse Practitioner;

4. Assist in continuous quality assurance / improvement assessment;

5. Act as the liaison to the Los Angeles County (“LA County”) Emergency Medical Services Agency (“EMS”) to;
a. Report on Program to the EMS Medical Director and Medical Advisory Council; b. Ensure Program meets EMS policy and procedure, as established by LA County EMS Agency;

6. Provide education regarding the Program to;
a. CITY’s Fire Department personnel;
b. CITY Community members, CITY personnel and City Council;

7. Provide other services, directly related to the Nurse Practitioner, not listed herein, as requested by the Fire Chief;

8. Actively practice Emergency Medicine in an acute setting while serving as the Medical Director over the Nurse Practitioner Program; and

9. Meet and maintain all the requirements as it pertains to Medical Director for a Fire Department, as set forth by the LA County EMS Agency, specifically, LA County EMS Prehospital Care Policy, Reference No. 411
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II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed Three Hundred Thirty-Seven Thousand Nine Hundred Seventy-Eight Dollars ($337,978.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $62,400.00
Fiscal Year 24/25 $64,896.00
Fiscal Year 25/26 $67,492.00
Fiscal Year 26/27 $70,191.00
Fiscal Year 27/28 $72,999.00
5-YEAR NOT-TO-EXCEED TOTAL $337,978.00

COST BREAKDOWN
Fiscal Year 23/24 $ 62,400.00
Fiscal Year 24/25 $ 64,896.00
Fiscal Year 25/26 $ 67,491.84
Fiscal Year 26/27 $ 70,191.51
Fiscal Year 27/28 $ 72,999.17
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Marc R. Cohen, MD (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

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4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor.

Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
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PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 17 B0785-0001\2798878v2.doc

8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 18 B0785-0001\2798878v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 19 B0785-0001\2798878v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 20 B0785-0001\2798878v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 21 B0785-0001\2798878v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Marc R. Cohen, MD
346 Manhattan Avenue
Hermosa Beach CA 90254
310-908-6460/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 22 B0785-0001\2798878v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

MARC R. COHEN, MD NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: F5454A1F-D421-4074-8109-55C68ACCEBD0 Certificate Of Completion
Envelope Id: F5454A1FD4214074810955C68ACCEBD0 Status: Sent Subject: Complete with DocuSign: Agreement Marc R. Cohen, MD FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 22 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 4:18:43 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Marc R. Cohen, MD
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 172.226.36.103
Signed using mobile
Sent: 4/12/2023 4:21:51 PM
Viewed: 4/12/2023 4:33:05 PM
Signed: 4/12/2023 4:33:58 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:34:00 PM
Viewed: 4/12/2023 5:18:44 PM
Signed: 4/12/2023 5:19:00 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:19:02 PM
Viewed: 4/12/2023 9:04:54 PM
Signed: 4/12/2023 9:05:07 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:05:09 PM
Viewed: 4/13/2023 6:56:55 AM
Signed: 4/13/2023 6:57:00 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:57:02 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:21:51 PM
Payment Events Status Timestamps
Attachment 7
1 B0785-0001\2798874v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CAROLINE E. JACK, R.N. IN CONNECTION WITH THE NURSE

PRACTITIONER PROGRAM OF THE BEVERLY HILLS FIRE

DEPARTMENT
NAME OF CONTRACTOR: Caroline E. Jack, R.N.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Caroline E. Jack, R.N.

CONTRACTOR’S ADDRESS: 1932 Orosco Circle
Placentia CA 92870
Attention: Caroline E. Jack, R.N.

CONTRACTOR’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The total not to exceed amount of
$995,910.00 as follows:

Not to Exceed:

Fiscal Year 23/24: $183,872.00
Fiscal Year 24/25: $191,227.00
Fiscal Year 25/26: $198,876.00
Fiscal Year 26/27: $206,831.00 (if extended)
Fiscal Year 27/28: $215,104.00 (if extended)
DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 2 B0785-0001\2798874v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CAROLINE E. JACK, R.N. IN CONNECTION WITH THE NURSE

PRACTITIONER PROGRAM OF THE BEVERLY HILLS FIRE

DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Caroline E. Jack, R.N. (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or her designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.

CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.

DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 3 B0785-0001\2798874v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 4 B0785-0001\2798874v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of Fifty Thousand Dollars ($50,000) per occurrence on property damage, and One Hundred Thousand Dollars ($100,000) per occurrence on bodily injury, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Emergency Medical Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 5 B0785-0001\2798874v2.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

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Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

CAROLINE E. JACK, R.N.

APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform the following services:

The Contract Nurse Educator is responsible for performing professional level work in identifying, developing, delivering and evaluating Emergency Medical Services (EMS) related education and training for Paramedics & Emergency Medical Technicians; conducting continuous quality improvement (CQI) audits, analysis, and providing correlating recommendations; providing medical guidance and feedback to mentor and improve the quality of patient care decisions and outcomes; performing Occupational Health and Infection Control related work, including the administration of vaccinations.

ESSENTIAL FUNCTIONS
• Identifies, develops, delivers and evaluates education for the on-going development, accreditation, certification and recertification of Paramedics (EMT-P) and Emergency Medical Technicians-I/Basic (EMT-I) in compliance with EMS Continuing Education, and adherence to Los Angeles EMS Agency Pre hospital policies and protocols, California Code of Regulations, state law, and federal standards.
• Determines components of education, delivery methods, verification of hands-on skills training, and testing as required by law.
• Identifies new medical equipment; teaches field personnel how to operate new equipment; problem-solves technical issues related to equipment.
• Incorporates new Los Angeles County EMS Agency Pre hospital policies and protocols into education calendar and training sessions.
• Evaluates the effectiveness of education and training through direct observation, direct interaction, feedback from base hospitals/emergency personnel, and continuous quality improvement studies.
• Coordinates the education classes into CITY’S Fire Department calendar to meet the needs of three (3) different shifts
• Delivers education in a formal classroom environment, one-on-one mentoring, and through distance e-learning tools.

Continuous Quality Improvement (CQI):
• Performs audits of emergency patient calls. Reviews patient care records, confers with Base Hospital and receiving center emergency personnel regarding patient outcomes, DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 9 B0785-0001\2798874v2.doc
care decisions, utilizes reporting tools from patient care system and analyzes data collected.
• Identifies CQI issues, analyzes, and develops a recommendation to rectify. Talks to personnel involved regarding the emergency/field decisions as part of the analysis. • Performs a periodic ride-along with the field personnel to observe field decisions and implementation of treatment protocols, policies and procedures and provides mentoring during emergency situations.
• Determines if an issue discovered through a CQI audit is systematic, or personnel specific. • Mentors field personnel regarding medical procedures and patient care for improvements. • Advises/educates base hospital and receiving center emergency personnel of pre-hospital environment Paramedics and Emergency Medical Technicians were working in to create greater understanding of the rationale behind field decisions. • Assists in the data collection, collation, analysis and action thereafter for the purposes of quality improvement and assurance reporting.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not-to-exceed Nine Hundred Ninety-Five Thousand Nine Hundred Ten Dollars ($995,910.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Fiscal Year 23/24 $183,872.00
Fiscal Year 24/25 $191,227.00
Fiscal Year 25/26 $198,876.00
Fiscal Year 26/27 $206,831.00
Fiscal Year 27/28 $215,104.00
5-YEAR NOT-TO-EXCEED TOTAL $995,910.00

COST BREAKDOWN
Fiscal Year 23/24 $ 88.40
Fiscal Year 24/25 $ 91.94
Fiscal Year 25/26 $ 95.61
Fiscal Year 26/27 $ 99.44
Fiscal Year 27/28 $ 103.42
Rate Increase Per Fiscal Year
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

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EXHIBIT D

BUSINESS ASSOCIATE AGREEMENT FORM
This Business Associate Agreement (the “Agreement”), is made as of the date set forth above (the “Effective Date”), between Caroline E. Jack, R.N. (“Business Associate”) and the City of Beverly Hills (“City”) (collectively the “Parties”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S.

Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

RECITALS
WHEREAS, Business Associate provides Nurse Practitioner related services to or on behalf of City;
WHEREAS, in connection with these services, City’s Fire Department discloses to Business Associate certain protected health information (“PHI”) that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that the City receives adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of the City’s Fire Department.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by the Privacy Rule and the Security Rule.

1. Breach. “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.

2. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for the City’s Fire Department that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the City’s Fire Department to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for City’s Fire Department.

3. HIPAA Rules. The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
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4. Individual. “Individual” shall mean the person who is the subject of the PHI.

5. Protected Health Information. “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.

6. Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.

7. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.

8. Sensitive Personal Information. “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) social security number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual.

9. Unsecured PHI. “Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Web site.

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of City’s Fire Department described in this Agreement, City’s Fire Department may disclose PHI to Business Associate for the purposes of patient care treatment, payment, or operations.

C. Obligations of City’s Fire Department. If deemed applicable by City’s Fire Department, City’s Fire Department shall:

1. provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by City’s Fire Department in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;

2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;

3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which City’s Fire Department has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;

4. not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by City’s Fire Department;
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5. notify Business Associate of any amendment to PHI to which City’s Fire Department has agreed that affects a Designated Record Set maintained by Business Associate;

6. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,

7. notify individuals of Breach.

D. Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates, including:

1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use or disclose PHI except as necessary to provide Services described above to or on behalf of City’s Fire Department, and shall not use or disclose PHI that would violate the HIPAA Rules if used or disclosed by City’s Fire Department. Also, knowing that there are certain restrictions on disclosure of PHI. Provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities.

Business Associate shall in such cases:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware of a Breach in the confidentiality of the PHI; and
(c) agree to notify the designated Privacy Officer of City’s Fire Department of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules.

2. Data Aggregation. In the event that Business Associate works for more than one city or other fire department, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under the HIPAA Rules.

3. De-identified Information. Business Associate may use and disclose de-identified health information if written approval from the City’s Fire Department is obtained, and the PHI is de-identified in compliance with the HIPAA Rules. Moreover, Business Associate shall review and comply with the requirements defined under Section E. of this Agreement.

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4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of the City’s Fire Department.
(b) Business Associate shall ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractor.

Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI. Any personnel changes by Business Associate, eliminating the legitimate business needs for employees, agents or contractors access to PHI – either by revision of duties or termination – shall be immediately reported to City’s Fire Department. Such reporting shall be made no later than the third business day after the personnel change becomes effective.

5. Minimum Necessary. Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible.

6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement.

Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the City’s Fire Department. Business Associate shall be liable to City’s Fire Department for any acts, failures or omissions of the agent or subcontractor in providing the services as if they were Business Associate’s own acts, failures or omissions, to the extent permitted by law. Business Associate further expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all respects with, the terms of this Agreement.

7. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of City’s Fire Department Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for City’s Fire Department that is not maintained by City’s Fire Department, it will permit an Individual to inspect or copy
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PHI about the Individual in that set as directed by City’s Fire Department to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible, but not later than 30 days following receipt of the request. Business Associate agrees to make reasonable efforts to assist City’s Fire Department in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If City’s Fire Department maintains the requested records, City’s Fire Department, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
(b) Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of City’s Fire Department pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by City’s Fire Department, Business Associate agrees that it will accommodate an
Individual’s request to amend PHI only in conjunction with a determination by City’s Fire Department that the amendment is appropriate according to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405 (c), and to make this information available to City’s Fire Department upon City’s Fire Department’s request, in order to allow City’s Fire Department to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, City’s Fire Department is required to take action on such requests as soon as possible but not later than 60 days following receipt of the request. Business Associate agrees to use its best efforts to assist City’s Fire Department in meeting this deadline but not later than 45 days following receipt of the request. Such accounting must be provided without cost to the individual or City’s Fire Department if it is the first accounting requested by an individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.

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8. Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, policies and procedures relating to the use and disclosure of PHI, received from or on behalf of City’s Fire Department to the Secretary or his or her agents for the purpose of determining City’s Fire Department’s compliance with the HIPAA Rules, or any other health oversight agency, or to City’s Fire Department. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by City’s Fire Department or the Secretary.

9. Notice of Privacy Practices. Business Associate shall abide by the limitations of City’s Fire Department’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to City’s Fire Department’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.

10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

11. Knowledge of HIPAA Rules. Business Associate agrees to review and understand the HIPAA Rules as it applies to Business Associate, and to comply with the applicable requirements of the HIPAA Rule, as well as any applicable amendments.

12. Information Breach Notification for PHI. Business Associate expressly recognizes that City’s Fire Department has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security Breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses unsecured paper or electronic PHI, Business Associate immediately following the discovery of a Breach of such information, shall notify City’s Fire Department of such Breach. Initial notification of the Breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide City’s Fire Department with all information necessary for City’s Fire Department to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than 30 days following the discovery of the Breach.

Business Associate shall be liable for the costs associated with such Breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

13. Breach Notification to Individuals. Business Associate’s duty to notify City’s Fire Department of any Breach does not permit Business Associate to notify those individuals whose PHI has been subject to Breach by Business Associate without the express written permission of City’s Fire Department to do so. Any and all notification to those Individuals whose PHI has been breached shall be made under the direction, review and control of City’s Fire Department. The Business DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 18 B0785-0001\2798874v2.doc
Associate will notify the Privacy Officer via telephone with follow-up in writing to include; name of individuals whose PHI was subject to a Breach, information which was subject to the Breach, date of Breach, form of Breach, etc. The cost of the notification will be paid by the Business Associate.

14. Information Breach Notification for Other Sensitive Personal Information. In addition to the reporting under Section D.11, Business Associate shall notify City’s Fire Department of any Breach of computerized sensitive personal information to ensure City Fire Department’s compliance with the notification requirements of Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, Texas Business & Commerce Code. Accordingly, Business Associate shall be liable for all costs associated with any Breach caused by Business Associate’s negligent or willful acts or omissions, or those negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.

E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, City as specified in this Business Associates Agreement or in a Master Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by City or the minimum necessary policies and procedures of City. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.

1. Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as Required by Law, but in no event in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if used by City.

2. Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this arrangement or as Required by Law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Rule standards or Security Rule standards if disclosed by City.

3. Business Associate acknowledges and agrees that City owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in City.

Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without City’s express written consent.

F. Application of Security and Privacy Provisions to Business Associate.

1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45 of the Code of Federal Regulations dealing with the administrative, physical and technical safeguards as well as policies, procedures and documentation requirements that apply to City’s Fire Department shall in the same manner apply to Business Associate. Any additional security requirements contained in Sub Title D of Title IV of the HITECH Act that apply to City’s Fire Department shall also apply to Business Associate. Pursuant to the foregoing requirements in this section, the Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 19 B0785-0001\2798874v2.doc
paper or electronic PHI that it creates, has access to, or transmits. Business Associate will also ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. Business Associate will ensure that PHI contained in portable devices or removable media is encrypted.

2. Annual Guidance. For the first year beginning after the date of the enactment of the HITECH Act and annually thereafter, the Secretary shall annually issue guidance on the most effective and appropriate technical safeguards for use in carrying out the sections referred to in subsection (a) and the security standards in subpart C of part 164 of title 45, Code of Federal Regulations. Business Associate shall, at their own cost and effort, monitor the issuance of such guidance and comply accordingly.

3. Privacy Provisions. The enhanced HIPAA privacy requirements including but not necessarily limited to accounting for certain PHI disclosures for treatment, restrictions on the sale of PHI, restrictions on marketing and fundraising communications, payment and health care operations contained Subtitle D of the HITECH Act that apply to the City’s Fire Department shall equally apply to the Business Associate.

4. Application of Civil and Criminal Penalties. If Business Associate violates any security or privacy provision specified in subparagraphs (1) and (2) above, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-5) shall apply to Business Associate with respect to such violation in the same manner that such sections apply to City’s Fire Department if it violates such provisions.

G. Term and Termination.

1. Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, is destroyed or returned to City’s Fire Department.

2. Termination for Cause. Upon City’s Fire Department’s knowledge of a material breach of the Agreement by Business Associate, City’s Fire Department shall either:
a. Provide an opportunity for Business Associate to cure the breach of the Agreement or end the violation and terminate this Agreement, whether it is in the form of a standalone agreement or an addendum to a Master Services Agreement, if Business Associate does not cure the breach of the Agreement or end the violation within the time specified by City’s Fire Department; or
b. Immediately terminate this Agreement whether it is in the form of a standalone agreement of an addendum to a Master Services Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.

3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from City’s Fire Department, or created or received by Business Associate on behalf of City’s Fire Department, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 20 B0785-0001\2798874v2.doc
shall inform City’s Fire Department in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.

H. Miscellaneous.

1. Indemnification. To the extent permitted by law, Business Associate agrees to indemnify, defend and hold harmless City, its City Council and each member thereof from and against all claims, demands, liabilities, judgments or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by City arising out of, resulting from, or attributable to any acts or omissions or other conduct of Business Associate or its agents in connection with the performance of Business Associate’s or its agents’ duties under this Agreement. This indemnity shall apply even if City is alleged to be solely or jointly negligent or otherwise solely or jointly at fault; provided, however, that a trier of fact finds City not to be solely or jointly negligent or otherwise solely or jointly at fault.

This indemnity shall not be construed to limit City’s rights, if any, to common law indemnity.
(a) City shall have the option, at its sole discretion, to employ attorneys selected by it to defend any such action, the costs and expenses of which shall be the responsibility of Business Associate. City shall provide Business Associate with timely notice of the existence of such proceedings and such information, documents and other cooperation as reasonably necessary to assist Business Associate in establishing a defense to such action.
(b) These indemnities shall survive termination of this Agreement, and City reserves the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

2. Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.

3. Rights of Proprietary Information. City retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate.

4. Survival. The respective rights and obligations of Business Associate under Section E.3 of this Agreement shall survive the termination of this Agreement.

5. Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid.

A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:

DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 21 B0785-0001\2798874v2.doc
If to City:

Gregory Barton, Fire Chief
City of Beverly Hills
445 North Rexford Drive
Beverly Hills CA 90210
If to Business Associate:

Caroline E. Jack, R.N.
1932 Orosco Circle
Placentia CA 92870
714-488-5908/[email protected]

6. Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow City to comply with the requirements of the HIPAA Rules.

7. Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California, without regard to applicable conflict of laws principles.

8. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, City retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

9. Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.

10. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.

11. Equitable Relief. Any disclosure of misappropriation of PHI by Business Associate in violation of this Agreement will cause City irreparable harm, the amount of which may be difficult to ascertain. Business Associate therefore agrees that City shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining Business Associate from any such further disclosure or Breach, and for such other relief as City shall deem appropriate. Such rights are in addition to any other remedies available to City at law or in equity. Business Associate expressly waives the defense that a remedy in damages will be adequate, and further DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA 22 B0785-0001\2798874v2.doc
waives any requirement in an action for specific performance or injunction for the posting of a bond by City.

12. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

13. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.

14. Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

15. Entire Agreement. This Agreement, together with all Exhibits, Riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.

16. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits City to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.

17. Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.

Agreed to:

BUSINESS ASSOCIATE: CITY OF BEVERLY HILLS:

CAROLINE E. JACK, R.N. NANCY HUNT-COFFEY
City Manager
DocuSign Envelope ID: C4BC4297-DF4F-4C73-90EB-ECC6E22A7FCA Certificate Of Completion
Envelope Id: C4BC4297DF4F4C7390EBECC6E22A7FCA Status: Sent Subject: Complete with DocuSign: Agreement Nurse Educator Caroline E. Jack FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 22 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 4:15:29 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Caroline E. Jack
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 23.243.189.82
Sent: 4/12/2023 4:18:35 PM
Viewed: 4/12/2023 4:27:30 PM
Signed: 4/12/2023 4:33:20 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.84
Signed using mobile
Sent: 4/12/2023 4:33:23 PM
Viewed: 4/12/2023 5:19:18 PM
Signed: 4/12/2023 5:19:37 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:19:39 PM
Viewed: 4/12/2023 9:05:33 PM
Signed: 4/12/2023 9:05:48 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:05:50 PM
Viewed: 4/13/2023 6:56:30 AM
Signed: 4/13/2023 6:56:42 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:56:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 4:18:35 PM
Payment Events Status Timestamps
Attachment 8
1 B0785-0001\2798877v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY

HILLS AND PARTNERS IN CARE FOUNDATION FOR

NURSE PRACTITIONER RELATED SERVICES FOR THE

BEVERLY HILLS FIRE DEPARTMENT
NAME OF CONTRACTOR (OR PARTNERS): Partners In Care Foundation RESPONSIBLE PRINCIPAL OF CONTRACTOR: W. June Simmons, CEO CONTRACTOR’S ADDRESS: 732 Mott Street, Suite 150
San Fernando CA 91340
Attention: W. June Simmons, CEO
CONTRACTOR’S E.I.N/TAX I.D. NO.: 95-3954057
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: The not to exceed amount of $1,182,600.00 as follows:

Not to exceed:

Fiscal Year 23/24: $236,520.00
Fiscal Year 24/25: $236,520.00
Fiscal Year 25/26: $236,520.00
Fiscal Year 26/27: $236,520.00 (if extended)
Fiscal Year 27/28: $236,520.00 (if extended)
DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 2 B0785-0001\2798877v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY

HILLS AND PARTNERS IN CARE FOUNDATION FOR

NURSE PRACTITIONER RELATED SERVICES FOR THE

BEVERLY HILLS FIRE DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Partners In Care Foundation. (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or her designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.

CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 3 B0785-0001\2798877v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) Workers’ Compensation and Employer’s Liability shall not be less than One Million Dollars ($1,000,000) for injury or death. (2) Automobile Liability Insurance shall not be less than One Million Dollars ($1,000,000) for bodily injury or property damage DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 4 B0785-0001\2798877v2.doc
(3) Commercial Liability shall not be less than One Million Dollars ($1,000,000) for each occurrence and Two Million Dollars ($2,000,000) in aggregate for bodily injury, property damage, and personal injury.
(4) Professional Liability Insurance shall not be less One Million Dollars ($1,000,000) for each claim and Three Million Dollars ($3,000,000) in aggregate coverage. (5) Umbrella Liability shall not be less than Three Million Dollars ($3,000,000) per claim limit and Three Million Dollars ($3,000,000) in aggregate coverage. (6) Cyber Liability Insurance, covering privacy and network security liability and expenses incurred as a result of acts, errors and omissions in connection with performance of the services under this Agreement with a minimum per claim limit of One Million Dollars ($1,000,000) and a limit of One Million Dollars ($2,000,000) in the aggregate; This policy can be combined with the Professional Liability Insurance. Such insurance shall, at a minimum, cover: (i) data security breaches (including, without limitation, unauthorized access, use or theft of personally identifiable information or network confidential or proprietary Information); (ii) violation of laws relating to the care, custody, control or use of personally identifiable information or CONTRACTOR’s confidential or proprietary Information or the privacy or security of such information; (iii) data damage, destruction or corruption; or (iv) any act, omission or failure to act that results in a failure of network security (including unauthorized access to, unauthorized use of, a denial of service attack by a third party against, or transmission of a virus or other type of malicious code to CONTRACTOR computer systems)
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 5 B0785-0001\2798877v2.doc
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.
 Provide hoteling space for the Social Worker (or “SW”) at least one day a week onsite  Hoteling space & collaborative time with the Nurse Practitioner (or “NP”) will be at the discretion of the Nurse Practitioner Program and it’s case load needs therein  Using the targeting criteria, identify and assign cases for SW case management and falls prevention program. Provide referral and member information for the SW.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 6 B0785-0001\2798877v2.doc
 Run and provide timely reports (readmission, call data, call frequency) for ongoing evaluation
 These reports will provide CONTRACTOR with the necessary information needed to perform and complete the Scope of Work but patient information will be deidentified for the purposes of the ‘minimum necessary’ clause under Health Insurance Portability and Accountability Act (HIPAA)
 For Falls Prevention Program:
 Print the co-designed referral brochures for monthly mailings and 911 callers after a fall
 At a minimum of twice a month, run a report of individuals who dialed 911 for a fall.

The Nurse Practitioner Program will thereafter deliver to persons address the brochure to refer them into the next Matter of Balance workshop
 Response teams to mention follow up programs that will help prevent future falls  At minimum, track the following metrics via Electronic Patient Care Record (“EPCR”) on a quarterly basis--
o Total number of 911 calls
o Total number of 911 calls for a fall (all ages)
o Total number of 911 calls for a fall (adults age 60+) o Total number referred to SW
o Total number served by SW
o SW reported results from SW interventions in the home o Volume and nature of calls of patients after SW intervention Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 7 B0785-0001\2798877v2.doc
age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures follow]
DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 8 B0785-0001\2798877v2.doc
EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

W. JUNE SIMMONS
Chief Executive Officer
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 9 B0785-0001\2798877v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform the following services:
 Participate in ongoing planning meetings and other communications to jointly design and integrate CONTRACTOR’s services
 Develop and implement target criteria for identification and referral of those with complex social needs requiring social work intervention. Establish guidelines for frequency and duration of social services interventions  Develop tracking mechanisms for the referral process and outcomes measures  Implement Falls Prevention program resources in the CITY  CONTRACTOR to assume primary role in the development, implementation and continual management & provision of Fall Prevention classes and related materials (as applicable)
 CITY to assist CONTRACTOR with extra tasks, including, but not limited to:
 Data collation, analysis and reporting thereafter,
 CITY referrals to the Fall Prevention Program,
 Print and distribution of Fall Prevention Program materials, as developed by

CONTRACTOR
 Create and design Falls and social services referral brochures for CITY’s or the Fire Department’s use
 Identify and analyze potential ongoing financial models and funding sources – evaluate to test model to sustain the CITY community care partnership model, if proven successful
 Collaborate to present notable findings at appropriate meetings/conferences/publications  CONTRACTOR will raise additional funds to match and bring funding to the budgeted level to cover a Social Worker for both programs for one year  Employment of the SW for a 12-month term, including one-week onsite training at CONTRACTOR’s offices. Includes use of a CONTRACTOR’s’ laptop and cell phone.

CONTRACTOR will provide clinical and administrative oversight. SW will deal with complex and high-risk cases to provide specialty social services and liaison to build Falls Prevention program – minimum half time with hours to vary based on volume of patients needing assistance and duration of SW intervention needed.  Target select shadowing and shared service roles in field calls with the CITY’s Nurse Practitioner Unit
 If volume is below expectation, CONTRACTOR will provide additional outside work for DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 10 B0785-0001\2798877v2.doc
SW
 Create workflow for frequent CITY callers for both the social services and falls prevention programs
 Provide requisite training to CITY staff to give background information on Stopping Elderly Accidents, Deaths & Injuries (“STEDI”) and
A Matter of Balance
 Training to mirror scope as noted above in “Implement Falls Prevention program resources in CITY”
 Hold 4-6 Matter of Balance workshops per year in selected sites within CITY  CONTRACTOR SW will be subject to direction from the Nurse Practitioner Program to include, but not be limited to:
 Follow on scene direction (e.g. specifics to scene safety, Fire Department operations, & or other emergency scene dynamics as identified by NP)  Maintain continuity of patient plan of care, as established by NP provider and or Nurse Practitioner Medical Director
 CONTRACTOR proposes to work with CITY to integrate case management and social services into City’s Fire Department and establish a Falls Prevention Program for the community.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 11 B0785-0001\2798877v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount of One Million One Hundred Eighty-Two Thousand Six Hundred Dollars ($1,182,600.00) from Fiscal Year (or “FY”) 2023/24 through FY 2027/28 (if extended) as illustrated in the Cost Breakdown by fiscal year below:
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B 12 B0785-0001\2798877v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 803C993F-B77B-4372-AE14-6B27B24F5C4B Certificate Of Completion
Envelope Id: 803C993FB77B4372AE146B27B24F5C4B Status: Sent Subject: Complete with DocuSign: Agreement Partners In Care Foundation FY23-24 thru FY27-28.pdf Source Envelope:

Document Pages: 12 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/11/2023 4:43:54 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
W. June Simmons
[email protected]
President/CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 104.129.199.65
Sent: 4/11/2023 4:47:24 PM
Resent: 4/11/2023 6:51:35 PM
Viewed: 4/11/2023 7:06:28 PM
Signed: 4/11/2023 7:06:37 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.162
Sent: 4/11/2023 7:06:38 PM
Viewed: 4/11/2023 7:10:16 PM
Signed: 4/11/2023 7:10:24 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/11/2023 7:10:25 PM
Resent: 4/12/2023 4:42:37 PM
Viewed: 4/12/2023 9:00:33 PM
Signed: 4/12/2023 9:00:53 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:00:54 PM
Viewed: 4/13/2023 6:58:29 AM
Signed: 4/13/2023 6:58:37 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:58:39 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/11/2023 4:47:24 PM
Payment Events Status Timestamps
Attachment 9
B0785-0001\2798881v1.doc
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND ERIN A. WEST, FNP-BC FOR THE

CONTRACT NURSE PRACTITIONER PROGRAM FOR THE

BEVERLY HILLS FIRE DEPARTMENT
NAME OF CONSULTANT: Erin A. West, FNP-BC
RESPONSIBLE PRINCIPAL OF CONSULTANT: Erin A. West, FNP-BC CONSULTANT’S ADDRESS: 1275 N. Harper Avenue, Unit 2
West Hollywood CA 90046
Attention: Erin A. West, FNP-BC
CONSULTANT’S E.I.N/TAX I.D. NO.: 81-0839435
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $150,000.00 per fiscal year DocuSign Envelope ID: 43E3C5E8-FA57-46B4-A3B2-ADB69C7139A4 2 B0785-0001\2798881v1.doc
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND ERIN A. WEST, FNP-BC FOR THE

CONTRACT NURSE PRACTITIONER PROGRAM FOR THE

BEVERLY HILLS FIRE DEPARTMENT
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Erin A. West, FNP-BC (hereinafter called "CONSULTANT") dated July 7, 2022 and identified as Contract No. 436-22 (“Agreement”).

RECITALS
A. CITY and CONSULTANT entered into a written agreement for the nurse practitioner program for CITY’s Fire Department.

B. CITY and CONSULTANT desire to amend the Agreement to increase the hourly rate.

NOW, THEREFORE, the parties agree as follows:

Section 1. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended as attached hereto and incorporated herein.

Section 2. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT:

ERIN A. WEST, FNP-BC
[Signatures continue]
DocuSign Envelope ID: 43E3C5E8-FA57-46B4-A3B2-ADB69C7139A4 3 B0785-0001\2798881v1.doc
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 43E3C5E8-FA57-46B4-A3B2-ADB69C7139A4 4 B0785-0001\2798881v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONSULTANT for the satisfactory performance of the work described in this Agreement at a rate of One Hundred Two Dollars ($102.00) per hour in an amount not-to-exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year.
(b) CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 43E3C5E8-FA57-46B4-A3B2-ADB69C7139A4 Certificate Of Completion
Envelope Id: 43E3C5E8FA5746B4A3B2ADB69C7139A4 Status: Sent Subject: Complete with DocuSign: Amendment No. 1 Nurse Practitioner Agreement - Erin West .pdf Source Envelope:

Document Pages: 4 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/12/2023 3:55:56 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Erin A. West
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.162
Sent: 4/12/2023 3:58:50 PM
Viewed: 4/12/2023 4:20:40 PM
Signed: 4/12/2023 4:20:56 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.58.209.14
Signed using mobile
Sent: 4/12/2023 4:20:57 PM
Viewed: 4/12/2023 5:22:25 PM
Signed: 4/12/2023 5:22:44 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/12/2023 5:22:46 PM
Viewed: 4/12/2023 9:06:06 PM
Signed: 4/12/2023 9:06:24 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 9:06:25 PM
Viewed: 4/13/2023 6:56:10 AM
Signed: 4/13/2023 6:56:17 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2023 6:56:19 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/12/2023 3:58:50 PM
Payment Events Status Timestamps
Attachment 10
B0785-0001\2798606v2.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CAROLINE E. JACK, R.N. FOR THE

CONTRACT NURSE EDUCATOR FOR THE BEVERLY HILLS

FIRE DEPARTMENT
NAME OF CONSULTANT: Caroline E. Jack, R.N.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Caroline E. Jack, R.N.

CONSULTANT’S ADDRESS: 1932 Orosco Circle
Placentia CA 92870
Attention: Caroline E. Jack, R.N.

CONSULTANT’S E.I.N/TAX I.D. NO.: Sole Proprietor
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Original Agreement:

Not to exceed $88,400.00 per fiscal year
Amendment No. 1:

Additional funds not to exceed $88,400
Total Not to Exceed:
$176,800.00 per fiscal year
DocuSign Envelope ID: 0886E5C6-E17B-4B91-8769-13AC939F9B37 2 B0785-0001\2798606v2.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CAROLINE E. JACK, R.N. FOR THE

CONTRACT NURSE EDUCATOR FOR THE BEVERLY HILLS

FIRE DEPARTMENT
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Caroline E. Jack, R.N. (hereinafter called "CONSULTANT") dated July 7, 2022 and identified as Contract No. 434-22, as amended by Amendment No. 1 dated March 21, 2023 and identified as Contract No. 139-23 (“Agreement”).

RECITALS
A. CITY and CONSULTANT entered into a written agreement for the contract nurse practitioner program for the Beverly Hills Fire Department, which was previously amended B. CITY and CONSULTANT desire to amend the Agreement to increase the hourly rate.

NOW, THEREFORE, the parties agree as follows:

Section 1. The CONSIDERATION is hereby amended as set forth on the cover page.

Section 2. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended and restated as attached hereto and incorporated herein.

Section 2. Except as specifically amended by Amendment No. 1 and this Amendment No. 2, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
DocuSign Envelope ID: 0886E5C6-E17B-4B91-8769-13AC939F9B37 3 B0785-0001\2798606v2.doc
CONSULTANT:

CAROLINE E. JACK, R.N.

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 0886E5C6-E17B-4B91-8769-13AC939F9B37 4 B0785-0001\2798606v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONSULTANT for the satisfactory performance of the work described in this Agreement at a rate of Eighty-FiveDollars ($85.00) per hour in an amount not-to-exceed One Hundred Seventy-Six Thousand Eight Hundred Dollars ($176,800.00) per fiscal year.
(b) CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 0886E5C6-E17B-4B91-8769-13AC939F9B37 Certificate Of Completion
Envelope Id: 0886E5C6E17B4B91876913AC939F9B37 Status: Sent Subject: Complete with DocuSign: Amendment No. 2 Nurse Educator Agreement - Caroline Jack.pdf Source Envelope:

Document Pages: 4 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/11/2023 3:44:49 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Caroline E. Jack
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 23.243.189.82
Sent: 4/11/2023 3:55:29 PM
Viewed: 4/11/2023 7:25:36 PM
Signed: 4/11/2023 7:29:54 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.162
Sent: 4/11/2023 7:29:56 PM
Viewed: 4/11/2023 8:12:55 PM
Signed: 4/11/2023 8:13:08 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 4/11/2023 8:13:09 PM
Resent: 4/12/2023 3:45:09 PM
Viewed: 4/12/2023 4:18:20 PM
Signed: 4/12/2023 4:18:44 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/12/2023 4:18:47 PM
Viewed: 4/12/2023 6:55:53 PM
Signed: 4/12/2023 6:55:59 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 6:56:00 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/11/2023 3:55:29 PM
Payment Events Status Timestamps
Attachment 11
-1-
B0785-0001\2798879v4.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN

THE CITY OF BEVERLY HILLS AND PARTNERS IN CARE

FOUNDATION FOR NURSE PRACTITIONER RELATED

SERVICES
NAME OF CONTRACTOR (or “Partners”): Partners In Care Foundation RESPONSIBLE PRINCIPAL OF CONTRACTOR: W. June Simmons, CEO CONTRACTOR’S ADDRESS: 732 Mott Street, Suite 150
San Fernando, CA 91340
Attention: W. June Simmons, CEO
CONTRACTOR’S E.I.N/TAX I.D. NO.: 95-3954057
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2021
TERMINATION DATE: June 30, 2022 (original termination date) June 30, 2023 (as amended by
Amendment No. 1)
CONSIDERATION: Original Agreement:
$100,000.00
Amendment No. 1:

An additional $100,000.00
Amendment No. 2:

An additional $36,520.00
Total:
$236,520.00
DocuSign Envelope ID: 9D457EA4-73B3-48C9-BDEE-C7489A86764B -2-
B0785-0001\2798879v4.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND PARTNERS IN CARE

FOUNDATION FOR NURSE PRACTITIONER RELATED

SERVICES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called “CITY”), and Partners In Care Foundation (hereinafter called “CONTRACTOR”) dated July 1, 2021 and identified as Contract No. 312-21, as amended by Amendment No. 1 dated August 9, 2022 and identified as Contract No. 509-22 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR for nurse practitioner related services which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement to extend the Termination Date and increase the Consideration to compensate CONTRACTOR for continued service.

NOW, THEREFORE, the parties agree as follows:

Section 1. The TERMINATION DATE is hereby amended as set forth on the cover page.

Section 2. The CONSIDERATION is hereby amended as set forth on the cover page.

Section 3. Section 2 of the Agreement entitled “Time of Performance” shall be amended and restated as follows:
“Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

Section 4. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended and restated as attached hereto and incorporated herein.

Section 5. Except as specifically amended by this Amendment No. 2 and prior amendments, the remaining provisions of the Agreement shall remain in full force and effect. [Signatures follow]
DocuSign Envelope ID: 9D457EA4-73B3-48C9-BDEE-C7489A86764B -3-
B0785-0001\2798879v4.doc
EXECUTED the _________day of ____________________20__, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

W. JUNE SIMMONS
Chief Executive Officer
APPROVED AS TO CONTENT: APPROVED AS TO FORM:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 9D457EA4-73B3-48C9-BDEE-C7489A86764B -4-
B0785-0001\2798879v4.doc

EXHIBIT B

COMPENSATION
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement, in the amount of Two Hundred Thirty-Six Thousand and Five Hundred Twenty Dollars ($236,520.00) in accordance with the payment schedule shown below:

Services Rate
All Services required by Agreement for the term $236,520.00 flat fee CONTRACTOR shall be entitled to a minimum payment to reflect the minimum monthly volume guarantee set forth in Exhibit A.

CONTRACTOR shall submit to CITY, to the attention of Accounts Payable at the address provided below in this Exhibit, an invoice at the conclusion of every month for the Services performed during the prior month. CONTRACTOR shall submit to CITY, at the addresses provided below in this Exhibit, an invoice at the conclusion of every month for the Services performed during the prior month, provided however, on each invoice, CONTRACTOR shall itemize the Services rendered during the billing period and the amount due. CITY shall have thirty (30) days from the receipt of an invoice to pay CONTRACTOR the undisputed amounts due.

CONTRACTOR shall send all invoices to:

COMPANY City of Beverly Hills
ATTN: Gregory Barton, Fire Chief
ADDRESS 455 N. Rexford Drive
ADDRESS Beverly Hills, CA 90210
PHONE NUMBER (310) 281-7200
If CITY believes it is entitled to an adjustment of an invoice or to dispute all or a portion of any invoice, CITY agrees to:

1. Pay the undisputed amount of the subject invoice and notify CONTRACTOR in writing of any requested adjustment or disputed amount within thirty days of receipt of the subject invoice, and provide CONTRACTOR with the reason CITY is disputing those amounts.

2. Work together in good faith to research and resolve the dispute.

DocuSign Envelope ID: 9D457EA4-73B3-48C9-BDEE-C7489A86764B Certificate Of Completion
Envelope Id: 9D457EA473B348C9BDEEC7489A86764B Status: Sent Subject: Complete with DocuSign: Amendment No. 2 Partners In Care Foundation (BHFD).pdf Source Envelope:

Document Pages: 4 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
4/11/2023 3:55:46 PM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
W. June Simmons
[email protected]
President/CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 136.226.65.31
Sent: 4/11/2023 4:00:36 PM
Viewed: 4/11/2023 4:44:03 PM
Signed: 4/11/2023 4:44:13 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.162
Sent: 4/11/2023 4:44:14 PM
Viewed: 4/11/2023 4:52:05 PM
Signed: 4/11/2023 4:52:18 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.91.169.172
Signed using mobile
Sent: 4/11/2023 4:52:19 PM
Viewed: 4/11/2023 6:43:23 PM
Signed: 4/11/2023 6:43:39 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/11/2023 6:43:42 PM
Viewed: 4/12/2023 9:08:39 AM
Signed: 4/12/2023 9:08:53 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 9:08:55 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/11/2023 4:00:36 PM
Payment Events Status Timestamps
Attachment 12
2/27/2020
Notice of Decision Regarding ET3 Model Participation
Dear ET3 Model Applicant,
Congratulations! After a thorough application review process, CMS selected your organization to participate in the Emergency Triage, Treat, and Transport (ET3) Model. The ET3 Model Team is excited to invite you to participate in this voluntary, five-year payment model that will provide greater flexibility to ambulance care teams to address emergency health care needs of Medicare Fee-for-Service (FFS) beneficiaries following a 911 call.

It is important to note that although your organization has been selected to participate in the ET3 Model, you will need to agree to all the terms and conditions laid out in the ET3 Model Participation Agreement before you are allowed to participate in the ET3 Model. In the next few weeks, we will send you a follow-up e-mail that will contain further instructions and information on the steps you will need to take to participate in the Model, including how to:
• Review and sign the ET3 Model Participation Agreement, • Review a list of your CMS approved ET3 Partners, as applicable, • Download billing and payment guidance, including guidance for the Treatment in Place intervention, and
• Add up to two additional points of contact (POCs) for your organization.

In order to ensure that the follow-up e-mail will be sent to the correct person and your organization’s name is accurately represented in our records, we ask that you confirm the contact information submitted in your application. If there are no changes, no action is necessary at this time. However, if you would like to update your organization’s name or any of your POCs, please reply back to this e-mail and inform us of the changes. Please include your ET3 Model Application ID in the format “ET3-0XXX” in the subject line.

Please note: The ET3 Model is set to begin during the Spring of 2020 and you will receive more information about the Model-Go-Live date in the follow-up e-mail. We will also host two webinars before the Model-Go-Live date to review key requirements of your participation in the ET3 Model, use of the ET3 Model Portal, and answer questions about billing and payment guidance for the ET3 Model.

We have posted the list of Selected Applicants at the link here and under the “Additional Information” area on the ET3 Model website. We will publish the final list of Model Participants after we have fully executed agreements with the Selected Applicants.

If you have any other questions, please contact us by e-mailing our ET3 Model Inbox and always make sure to include your Application ID in the format “ET3-0XXX” in the subject line.

Congratulations again and thank you for your interest in participating in the ET3 Model.

Respectfully,
The ET3 Model Team