INDEPENDENT CONTRACTOR AGREEMENT
Neighborhood Policing Program Services
THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made and entered into by and between the Dignity Health affiliated entities identified in the Key Infmmational Te1ms below (each and collectively, an "Affiliate" or "Hospital"), and the independent contractor identified in the Key Informational Terms below ("Contractor"). Contractor and Affiliate (each a "Party" and collectively the "Parties") agree as follows:
KEY INFORMATIONAL TERMS
A. Dignity Health Affiliate(s) .
Dignity Health, a California nonprofit public
benefit corporation , doing business as St.
Bernardine Medical Center
Community Hospital of San Bernardino , a
California nonprofit public benefit corporation
State in which Affiliates are located : California
("State")
C. Contractor's Name and Description .
City of San Bernardino , a charter city and
municipal corporation , on behalfofthe City of
San Bernardino Police Department
E. Term. This Agreement commences on January I,
2019 (the "Effective Date") and expires on
December 31 , 2021 (the "Expiration Date").
G. Parts. This Agreement is comprised of the
following parts:
(i) Part I Dignity Health Terms and Conditions.
(ii) Part II Services and Fees .
(iii) Part III HIPAA Compliance.
(iv) Part IV Insurance Requirements
(210782]. l 097300
B. Affiliate Notice Address.
St. Bernardine Medical Center
210 I North Waterman Avenue
San Bernardino , California 92404
Community Hospital of San Bernardino
1805 Medical Center Drive
San Bernardino , California 92411
Copy to: Dignity Health Legal Department
185 Berry Street, Suite 300
San Francisco , CA 94107
D. Contractor's Notice Address .
710 No1ih D Street
San Bernardino, California 9240 I
Copy to: City of San Bernardino
290 No1ih D Street
San Bernardino, CA 92401
Attn: City Attorney
F. Without Cause Termination . Number of days '
notice required for without cause termination: 180
H. HIP AA Terms and Conditions . As set forth in Paii
llI HIP AA Compliance , the Parties agree that the
following HIPAA Terms and Conditions apply to
this Agreement:
[:gj Contractor shall not have access to protected
health information ("PHI") under this
Agreement.
D Contractor shall be treated as a member of
Affiliate 's workforce for purposes ofHIPAA
compliance.
D Contractor shall be a business associate of
Affiliate .
IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Parties.
AFFILIATE
Dignity Health, a California nonprofit public benefit
corporation, doing business as St. Bernardine
Medical Center
Community Hospital of San Bernardino, a
California nonprofit public benefit corporation
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[210782]. l 097300
CONTRACTOR
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Part I
INDEPENDENT CONTRACTOR AGREEMENT (NON-CLINICAL LF)
DIGNITY HEAL TH TERMS AND CONDITIONS
1. CONTRACTOR'S OBLIGATIONS
1.1 Services. Contractor and/or employees or agents of Contractor ("Personnef ') shall perform the services set forth in Part II (the "Services") in accordance with the terms of this Agreement.
1.2 Time and Manner of Performance. Contractor shall ensure that only fully qualified Personnel perform Services under this Agreement, and such Personnel shall perform Services diligently and in a timely manner , according to the highest applicable standards. Affiliate reserves the right to refuse to use any Personnel assigned to provide Services under this Agreement and to have removed from its premises any Personnel.
1.3 Warranties. Contractor represents and warrants that:
a. Contractor and Personnel , if applicable , have and shall maintain all licenses and certifications necessary to do business and perfonn the Services in the State. Contractor shall provide Affiliate with a copy of such license(s) upon request and shall promptly notify Affiliate in the event of any limitation or loss of such license(s ) and certification (s ).
b. Contractor represents and warrants that Contractor and Personnel are not and at no time have been excluded from participating in Medicare, Medicaid , or any other Federal healthcare program, as defined at 42 U .S.C. Section l 320a -7b(f) (each , a " Federal Healthcare Program"). Contractor shall within 30 days prior to the Effective Date and no less than monthly thereafter check the OIG List of Excluded Contractors and the General Services Administration list of pa1iies excluded from participation in Federal Healthcare Programs to ensure that neither Contractor nor any Personne l appear on said lists. Contractor shall immediately notify Affiliate of any threatened or actual exclus ion from any Federal Healthcare Program . In the event that Contractor or any Personnel is excluded from participat ing in any Federal Healthcare Program, this Agreement shall automatically terminate as of the date of such exclusion (unless such Personnel is immediately removed from performing Services under this Agreement) . Contractor shall indemnify and hold harmless Affil iate for, from, and against any and all claims, liabilities , losses, damages , penalt ies, and costs, including reasonable attorneys ' fees and costs, incurred by Affiliate arising directly or indirectly , out of any violati on of this Section by Contractor, or due to the exclusion of Contractor or any Personnel from any Federal Healthcare Program .
c. Contractor represents and warrants that prior to the Effective Date, Contractor conducted background screenings and Contractor and Personnel successfully passed in accordance with the standards required by Law and consistent with the California Background Investigation Manual. Contractor shall provide proof of compliance with this Section prior to commencing Services and no less than annually thereafter. d. No doctor of medicine , osteopathy, podiatry, optometry , dentistry , or chiropractic (or any immediate family membe r thereof) possesses any form of ownership or investment interest in Contractor. Contractor has no compensation arrangement with any of the aforementioned medical professionals that in any way varies based upon the value or volume of referrals or other business generated by such medical professional (or any immediate family member ) to Affiliate.
1.4 Laws and Standards. Contractor shall comply with the following, as amended from time to time , to the extent applicable to the provision of Services under this Agreement: (a) Affiliate ' s corporate integrity program and any Dignity Health Corporate Integrity Agreement(s); (b) Dignity Health 's Standards of Conduct; (c) all applicable federal, state, and local laws and regulations (collectively , "Laws"); and (d) the policies , procedures, and rules of Affiliate (the "Affiliate Rules ").
1.5 Medicare Records. To the extent required by Laws, Contractor shall make available , upon written request from Affiliate , the Secretary of Health and Human Services , the Comptroller General of the United States , or any other autho rized agency , this Agreement and Contractor's books, documents , and records ("Contractor 's Records").
Contractor shall preserve and make available Contractor ' s Records for a period of four years after the end of the term of this Agreement. If Contractor is requested to disclose Contractor ' s Records pursuant to this Section, Contrac tor [210782]. l 097300 Page 3 of9
shall notify Affiliate of the nature and scope of such request, and Contractor shall make available to Affiliate all such Contractor 's Records.
1.6 Use of Affiliate's Premi ses. Contractor shall not use any part of the Affiliate's premises as an office for private business. Contractor and Personnel shall only enter those areas of Affiliate ' s facility that are necessary for the performance of Contractor's Services.
1. 7 Health Screenin g and Immuni zation. If the provision of Services requires Contractor and/or Personnel to be present in patient care areas or to have direct contact with patients, Contractor , at Contractor's expense, shall assure that Contractor and all Personnel have met all health screening and immunization requirements in accordance with Affiliate's policies prior to providing Services . If applicable , Contactor shall provide written documentation of compliance with this Section prior to commencing Services and at least annually thereafter.
2. COMPENSATION
2.1 Reports . Contractor shall submit to Affiliate, on a periodic basis, a report in a form reasonably acceptable to Affiliate that accurately documents Services provided by Contractor (the "Report').
2.2 Pavment . Affiliate shall, within 30 days after receiving an undisputed Report, pay to Contractor the fees set forth in Part II for Services performed by Contractor.
2.3 Sole Compensation. Contractor agrees that the compensation, as specified above, is the sole and exclusive compensation for Services provided pursuant to this Agreement.
3. TERMINATION
3. I Termination Without Cause . Each Party may tetminate this Agreement without cause, expense , or penalty effective upon expiration of the number of days' prior written notice set forth in Section F of the Key Informational Terms above.
3.2 Termination Upon Breach. Each Party may terminate this Agreement upon any breach by the other Party if such breach is not cured to the satisfaction of the non-breaching Party within 15 days after written notice of such breach is given by the non-breaching Party.
3.3 Effect of Termination or Expiration . Upon termination or expiration of this Agreement, all rights and obligations of the Parties shall cease except those rights and obligations that have accrued and remain unsatisfied prior to the date of termination or expiration, and those rights and obligations that expressly survive termination or expiration of this Agreement. The followi ng Sections of this Part I shall survive expiration or termination of the Agreement: 1.5 (Medicare Records) , 4 (Protected Information), 5 (Insurance and Indemnification), 6.3 (Dispute Resolution) , and 6.8 (Notices).
4. PROTECTED INFORMATION
4.1 HIPAA. Contractor shall comply with the HIPAA provision set forth in Part III.
4.2 Confidential Information . Contractor shall not use or disclose any Confidential Information (as defined below) for any purpose not expressly permitted by this Agreement without the prior written consent of Affiliate.
Contractor shall protect Confidential Information from unauthorized use, access, or disclosure with no less than reasonable care. "Confidential Information " means any proprietary or confidential information of Affiliate or any other Dignity Health affiliate, any Affiliate patient's protected health infotmation , as defined by HIPAA, and any information, records , and proceedings of Affiliate and/or Medical Staff committees and peer review bodies.
Confidential Information also includes proprietary or confidential information of any third party that may be in Affiliate ' s possession .
4.3 Work Product. Contractor acknowledges and agrees that Affiliate shall have sole title to and exclusive ownership of all reports, deliverables, and other work product (collectively the "Work Product'). The Work Product shall be deemed a "work made for hire" as that term is defined under Section IO 1 of the U.S. Copyright Act and Affiliate shall be considered the person for whom the work was prepared for the purpose of determining authorship of any copyright in the Work Product. To the extent a Work Product is not a work made for hire under U.S law or any (2 I 0782]. l 097300 Page 4 of9
other jurisdiction, Contractor hereby assigns all right, title, and interest in the Work Product to Affiliate and retains no interest therein. Contractor agrees to execute any instruments requested by Affiliate during or after completion of the Services to (i) transfer to Affiliate any rights Contractor may retain in the Work Product , and (ii) enable Affiliate perfect its rights, title, and interest in the Work Product. For purposes of this section, police reports and other investigative documents completed by Officers during the course of their duties shall not be construed as Work Product.
5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Requirements. Contractor shall comply with the insurance requirements set forth in Part JV of this Agreement.
5.2 Mutual Indemnification . Each Party shall indemnify and hold the other Party harmless for, from, and against any and all claims, liabilities, losses, damages, penalties, and costs, including reasonable attorneys' fees and costs , incurred by the indemnified Party and arising out of or resulting from the negligent or willful acts or omissions or breach of this Agreement by the indemnifying Party or the indemnifying Party's employees or agents.
6. MISCELLANEOUS PROVISIONS
6.1 Assignment. Contractor may not assign Contractor's rights or obligations under this Agreement without Affiliate's prior written consent.
6.2 Counterparts, Signatures. This Agreement may be executed in multiple counterparts , each of which shall be deemed an original but all of which together shall constitute one and the same instrument. When signed in pen ink, this Agreement may be delivered by facsimile or by scanned email attachment, and said copies shall be treated as original. Amendments to this Agreement shall be similarly executed by the Parties.
6.3 Entire Agreement, Amendment . This Agreement is the entire understanding and agreement of the Parties regarding its subject matter, and supersedes any prior oral or written agreements, representations, or discussions between the Parties with respect to such subject matter. This Agreement may be amended only by mutual agreement set forth in writing, signed , and dated by the Parties.
6.4 Independent Contractor. The Parties shall at all times be independent contractors in performing under this Agreement.
6.5 No Conflicting Obligations. Contractor represents and warrants that it is not a party to any arrangement that may materially interfere with Contractor's obligations under this Agreement, and Contractor shall immediately notify Affiliate if Contractor becomes involved in any such arrangement.
6.6 Non-Discrimination. Contractor and Affiliate shall be in full compliance with Section 504 of the Rehabilitation Act of 1973, Titles VI and VII of the 1964 Civil Rights Act, and regulations issued pursuant thereto.
Neither Contractor nor Affiliate shall differentiate or discriminate in the provision of services on any basis prohibited by Laws or Affiliate Rules.
6. 7 Notices. Notices under this Agreement shall be given in writing and delivered by either: (a) personal delivery , in which case such notice shall be deemed given on the date of delivery ; (b) next business day courier service (e.g., FedEx , UPS , or similar service) , in which case such notice shall be deemed given on the business day following the date of deposit with the courier service; or (c) U.S. mail, first class, postage prepaid, registered or certified , return receipt requested , in which case such notice shall be deemed given on the third business day following the date of deposit with the United States Postal Service. Notices shall be delivered to the notice addresses set forth in the Key Information Terms above.
6.8 Referrals. Nothing in this Agreement or in any other written or oral agreement between Affiliate and Contractor contemplates or requires the admission or referral of any patients or business to Affiliate or any affiliate of Affiliate .
6.9 Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of such provision or any other provision. Any waiver granted by a Party must be in writing and shall apply solely to the specific instance expressly stated .
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6.10 Title 22 Compliance. If Affiliate is an acute care hospital located in California only: Without limiting the obligations of Contractor, Affiliate shall reta in administrative responsibility for its operation, as required by Title 22, California Code of Regulations, Section 70713.
6.11 California Non-resident Withholding. For Services rendered in California by nonresident Contractors only:
Contractor shall, prior to commencing Services, complete all documentation requested by Affiliate in order to assist Affiliate's compliance with California tax withholding requirements, including California Revenue and Taxation Code Section 18662. Such documentation may include: (i) California Franchise Tax Board Fotm 587 (Nonresident Withholding Allocation Worksheet) , or (ii) California Franchise Tax Board Form 590 (Withholding Exemption Certificate). Contractor shall be solely responsible for filing California tax returns and the satisfaction of any taxes due with respect to payments under this Agreement. Contractor acknowledges that Affiliate is entitled to rely on the certifications provided in Form 587 or Form 590 and hereby releases Affiliate from any liability with respect to any withholdings paid to the California Franchise Tax Board; except to the extent any withholdings are refunded to Affiliate. Contractor shall promptly notify Affiliate of the change of any reported facts that are part of Form 587 or Form 590, and shall provide Affiliate with an updated Form.
6.12 Venue. This Agreement is governed by and is to be interpreted in accordance with the laws of the State of California without regard to any conflict of law provisions if and as applicable. Venue shall be in San Bernardino County or, if applicable , the Eastern Division of the Central District of California of the United States District Court .
6.13 Severabilitv. Each provision, term, condition , covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable . ln the event any provision , term, condition , covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid , unconstitutional, or void for any reason , such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term , condition, covenant and/or restriction of this Agreement , and the remainder of the Agreement shall continue in full force and effect.
6.14 Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of the Parties each represent and warrant that they have the legal power, right, and actual authority to bind the applicable Party to the terms and conditions hereof and thereof.
6.15 Interpretation . The Parties acknowledge and agree that this Agreement is the product of mutual arms -length negotiations and accordingly , the rule of construction , which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. Titles and captions are for convenience of reference only and do not define, describe , or limit the scope or the intent of the Agreement or any of its terms. References to section numbers are to sections in the Agreement unless expressly stated otherwise.
6.16 No Third Partv Beneficiaries. The Parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement.
7. ADDITIONAL PROVISIONS
7.1 Contractor and the City of San Bernardino Police Department ("Police Department") shall obtain Hospital ' s prior written consent of the text of any proposed publicity concerning the Neighborhood Policing Program ("Program") prior to the release of such publicity. Hospital may include information regarding this Program , including the amount and purpose of the Program, any photographs provided by Contractor or Police Department , its logo or trademark, or other information or materials about Police Department ' s organizations and activities , in Hospital 's periodic public reports , newsletters, and news releases as approved by the City of San Bernardino City Manager.
7.2 In addition to the obligations under this Agreement, at all times when performing services under the Program, police officers shall be subject to and required to comply with the rules and regulations of Police Department , including use of force.
7.3 The use of the Police Department or City of San Bernardino logo requires prior written approval by the Contractor.
7.4 All Police Department employees abide by the Law Enforcement Code of Ethics and all Police Department policies and procedures.
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Part II
INDEPENDENT CONTRACTOR AGREEMENT
SERVICES AND FEES
a. Description of Services. Contractor shall cause the City of San Bernardino Police Department ("Pol ice Department ") to provide the Services:
( ! ) Program Goals . The goal of the Neighborhood Policing Program ("Program" ) is to implement a comprehensive facility policing program with Hospital.
(2) Program Objectives and Deliverables.
b. Fees.
o Police Department shall provide two (2) full-time Officers such that one (I) full-time Officer will be stationed at each Hospital ' s emergency department a minimum of four (4) days a week for a total of 40 hours weekly , Thursday through Sunday , at a timeframe to be mutua lly determ ined by the Parties . Officers will dedicate all of their time on the Hospital campuses in the emergency department wait ing rooms or as otherwise mutually agreed upon by Hospital and Police Department.
o Police Department will provide periodic training seminars to enhance personal safety and awareness as mutually agreed to by Police Department and each Hospital in writing. o Police Depaiiment will assist Hospitals ' security staff in providing police serv ices for the Hospitals' campuses and immediate area.
o At Hospital 's reasonable request , Police Department shall promptly remove an Officer providing services under this Program and replace him or her with another Officer reasonab ly acceptable to Hospital.
I. Affil iate agrees to compensate Contractor in the amount not to exceed $200 ,000 annua lly per full time Officer , which amount shall include any overtime expenditures. The compensation per full time Officer will be based on the seniority level of the Officer who provides the Services and will be billed quarterly.
2. Contractor shall invoice Affiliate on a fiscal year quarter basis (itemized by month). The compensation billed quarterly shall be prorated based on the number of days this Agreement is in effect in the case of any partial month or fiscal year quarter at the beginning or the end of the term of this Agreement. The first three (3) month fiscal year quarter shall commence on January 1, 2019 and continue through March 31, 2019 . Contractor shall only invoice Affiliate for any applicable pro-rata period for a partial fiscal year quarter. Contractor shall submit an invoice to Affiliate at the end of each fiscal year quarter or applicable pro-rata period.
3. Any overtime expenditures that are directly related to the Services must be approved in advance by Affiliate . Such overtime expenditures will be calculated at 1.5 times the specific Officer ' s hourly salary, will be paid by Affiliate , and will be no greater than· Hourly Rate Overtime Hourly Rate
Effective August I , 20 18 $53.21 $79.81
Effective August 1, 2019 $55.02 $82.53
Effective August 1, 2020 $56.90 $85.35
c. Reasonable Expenses . Affiliate shall reimburse Contractor for: (a) reasonable and necessary business expenses incurred in connection with the performance of the Services if: (i) Affiliate approves the expenses in writing , in advance; (ii) the expenses relate directly to Contractor's performance of Services ; (iii) the expenses meet the requirements for reimbursement under the Affiliate Rules ; and (iv) Contractor subm its receipts to Affiliate within 60 days of incurring the expenses. [210782]. l 097300 Page 7 of 9
Part III
INDEPENDENT CONTRACTOR AGREEMENT (NON-CLINICAL LF)
HIPAA COMPLIANCE
"Hf PAA" means the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191 ), Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-005) and the rules , guidance and regulations promulgated thereunder, as amended from time to time, including 45 Code of Federal Regulations, Parts 160 and 164.
NO ACCESS TO PHI
The Parties acknowledge and agree that Contractor and Personnel shall neither have nor require access to or use of any of Affiliate's Sensitive Information (defined below) or protected health information ("PHI"), as such term is defined under HIPAA, for purposes of Contractor meeting its obligations hereunder. Accordingly , the Parties agree that neither Contractor nor Personnel shall have access to or use of any Sensitive Infotmation or PHI. Any action by Contractor or Personnel to access Sensitive Information or PHI shall be a material breach of this Agreement. To the extent that Contractor and Personnel receive any personal information from patients, including Sensitive Information or PHI, Contractor and Personnel shall treat such information as strictly confidential and shall not disclose such information (other than as required by law) to any third patiy. Contractor shall be solely liable for any violations of privacy laws by Contractor and Personnel. "Sensitive Information" includes any information in any form that identifies, relates to, describes, or is capable of being associated with a particular individual and that is not generally available to the public , such as social security number, employee identification number, tax identification number , passport number, driver's license or state identification card number, insurance policy number, employment histoty, bank account number, credit card number, debit card number or any financial information. The terms of this Part ITI shall survive termination or expiration of this Agreement. [210782]. l 097300 Page 8 of9
Part IV
INDEPENDENT CONTRACTOR AGREEMENT (NON-CLINICAL LF)
INSURANCE REQUIREMENTS
Contractor shall obtain and continuously maintain during the term hereof and for not less than three (3) years following the Expiration Date or earlier termination of this Agreement the following insurance coverages naming Contractor and Personnel as named insureds:
a) Commercial and general liability insurance with a limit of not less than $1 ,000,000 per occurrence and $3,000,000 annual aggregate.
b) Workers' Compensation insurance , as required by Laws . c) Employer 's liability insurance with a limit of not less than $1 ,000,000 for each occurrence . d) Business automobile liability insurance covering hired, owned and non-owned vehicles used to provide Services under the Agreement, if applicable, with a limit of not less than $1 ,000 ,000 for each occurrence . e) Errors and omissions insurance with a limit ofnot less than $1 ,000,000 per occurrence and $3,000,000 annual aggregate .
Contractor shall provide Affiliate with certificates of insurance prior to the Effective Date and as of each annual renewal during the term of this Agreement. In the event of any modification , termination , expiration , non-renewal or cancellation of any of such insurance policy , Contractor shall give written notice thereof to Affiliate not more than ten ( l 0) days following Contractor's receipt of such notification . Contractor may meet the obligations of this Part IV by being self-insured.
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