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HomeMy WebLinkAboutThe Regents of the University of California on Behalf of the UCLA Center for Prehospital Care - 2023-03-01 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB 74E0A01 DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF THE UCLA CENTER FOR PREHOSPITAL CARE FOR QUALITY IMPROVEMENT SERVICES AND EDUCATOR SERVICES THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California,hereinafter called"City,"and The Regents of the University of California on behalf of the UCLA Center for Prehospital Care,hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Quality Improvement(QI) Services and Educator Services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In.undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW,THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates,Marianne Newby,who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. Responsibility and City Staff Assistance 23-12431/301667 1 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B City understands and accepts the responsibility for the clinical activities and care provided by its employees and agents and for the implementation of the services under this Agreement. City agrees that Contractor shall not be responsible for these clinical activities or the implementation of quality improvement services. City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. City shall provide a classroom sufficient to provide quality instruction,audiovisual equipment; access to City training equipment and supplies for the purposes of instruction; and a desk with securable file space, internet access and use of a printer and photocopier for use by the Contractor while at the City. 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement shall not exceed Forty Three Thousand Two Hundred Dollars ($43,200) during each twelve(12)month period this Agreement is in effect and shall not include Extra Work, as detailed in Section 5 of this Agreement. b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The term of the Agreement shall become effective on March 1,2023 ("Effective Date")and terminate twelve (12)months after the Effective Date unless terminated earlier in accordance with the provisions of this Agreement. The term of the Agreement may be extended for two (2)additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A"is set forth in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. 5. Extra Work In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit"A,"Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 23-12431/301667 2 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared for City hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations,computer code, language,programs, maps,memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion,whichever shall occur first. These materials may be used by City as it sees fit. 7. Indemnification Contractor agrees to defend, indemnify, and hold harmless.City, its officers, employees and agents from and against any and all liability, loss,expense (including reasonable attorneys'fees)or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys'fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, its officers, employees or agents except for claims that would otherwise be covered under California Workers'Compensation laws. City agrees to defend, indemnify, and hold harmless Contractor, its officers, employees and agents from and against any and all liability, loss, expense(including reasonable attorneys'fees) or claims for injury or damages arising out of the performance of this Agreement,but only in proportion to and to the extent such liability, loss, expense, attorneys'fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City, its officers, employees or agents except for claims that would otherwise be covered under California Workers'Compensation laws. 8. Workers Compensation Insurance Pursuant to.California.Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured or permissibly self-insured against liability for workers'compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers'compensation and employer's liability insurance for all of the subcontractors'employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' 23-12431/301667 3 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers'compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of commercial general liability insurance,including motor vehicle coverage covering the Project/Service or comparable program of selfinsurance. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars($1,000,000)for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a selfinsured retention, or a "deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy or comparable program of self-insurance covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars($1,000,000.00)per occurrence and a separate"Additional Covered Party. Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers"as additional covered party on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible"or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance 23-12431/301667 4 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B Prior to commencing performance of the work.hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended,voided or canceled by either party,reduced in coverage or in limits except after thirty(30) days' prior written notice;however,ten(10)days'prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay; in a prompt and timely manner,the premiums on the insurance hereinabove required. 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security,state disability insurance compensation,unemployment compensation and other.payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by either party upon thirty(30) days written notice of termination to the other party. In the event of such termination, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor through the effective date of termination, subject to the following conditions: 23-12431/301667 5 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law or Contractor policy, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer, delegate, or subcontract,any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any 23-12431/301667 6 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Whenever notice is required or permitted to be given hereunder, such notice shall be in writing and shall be deemed to have been given(i)upon personal delivery, or(ii) twenty-four(24)hours following deposit for overnight delivery with a nationally recognized courier service, or(iii)forty-eight(48)hours following deposit in the United States mail, first class,postage prepaid, certified or registered mail,return receipt_ requested to the parties at the addresses set forth below or such other addresses as either party may provide to the other from time to time in the manner set forth herein. If To City: If to Contractor: City of Huntington.Beach University of California Los Angeles Attn: Fire Chief Attn:Todd LeGassick 2000 Main Street 1100 Glendon Avenue, Suite 1200 Huntington Beach, CA 92648 Los Angeles, CA 90024 19. Consent • When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement 23-12431/301667 7 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision ofthis Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement,the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery,be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive 23-12431/301667 8 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and,in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color,creed,religion, sex, marital status, sexual orientation, age,national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,training,utilization, promotion,termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall,through the term of this Agreement,maintain all necessary licenses,permits,approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States,the State of California,the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 23-12431/301667 9 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B 31. Survival Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Use of Name Neither party may use the name of the other, including the name UCLA,the Regents of the University of California, or the University of California, in any advertising, publicity, or otherwise,without the prior written approval of the authorized representative of the other party. For UCLA, any such request shall be sent to the names and addresses in Section 18 above. 34. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 35. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise,have been made by that party or anyone acting on that party's behalf,which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 23-12431/301667 10 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONTRACTOR CITY OF HUNTINGTON BEACH, a THE REGENTS OF THE UNIVERSITY municipal corporation of the State of OF CALIFORNIA, ON BEHALF OF California. THE UCLA CENTER FOR PREHOSPITAL CARE DocuSigned by: r—DocuSigned by: L4VLS �a� anta y VA A, Vt r I�t A�v . By. 81B1F2Fn89n34AE \-0D137D1CAAA440F... 26-Mar-2024 107:47 PDT Mayor 18-Mar-2024 1 17:09 PDT Charles Hajek DocuSigned by: ITS: Executive Director, Finance & eSfatniSla u. Associate CFO `—C7FR77FA8RA941C City Clerk 06-Mar-2024 116:05 PST INITIATED AND APPROVED: DocuSigned by: ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary Treasurer 20ACE49389E3467... Fire Chief Scott Haberle 23-Jan-2024 113:57 PST APPROVED AS TO FORM: e--DocuSigned by: kid ad L -e. Gaits —504084F61 EFD4A3... City Attorney Michael E. Gates 30-Nov-2023 113:00 PST REVIEWED AND APPROVED: DocuSigned by: CF74818738A848A... City Manager 23-12431/301667 11 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 94B0-CEF4 ECD-B617-FE8A9E9A6F5B Eric Parra 30-Nov-2023 I 12:44 PST 23-12431/301667 12 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 DocuSign Envelope ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B DOCUVi Certificate Of Completion 23-12431/301667 13 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 DocuSign Envelope.ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B Envelope Sent Hashed/Encrypted 06-Mar-2024 114:11 23-12431/301667 14 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 DocuSign Envelope ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B Certified Delivered Security Checked 06-Mar-2024 115:36 Envelope Id: C2A33D58E95340DEB18F92AEFE711754 Status:Completed Subject:Complete with DocuSign:UCLA__Huntington_Beach_Fire_Proposal_Services_Agreement_091823_(Charie... Source Envelope: Document Pages: 11 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Melissa Leal AutoNav:Enabled 10920 Wilshire Blvd#1700 Envelopeld Stamping:Enabled Los Angeles, CA 90024- Time Zone:(UTC-08:00)Pacific Time(US&Canada) 6502 MALeal@mednet.ucla.edu IP Address: 149.142.201.24 Record Tracking Status:Original Holder:Melissa Leal Location:DocuSign 06-Mar-2024 114:03 MALeal©mednet.ucla.edu Signer Events Signature Timestamp Gracey Van Der Mark Sent:06-Mar-2024 114:11 c—Dncusipnec by: Gracey.VanDerMark@surfcity-hb.org Vann r/�NtAY� Viewed: 18-Mar-2024 117:08 6ratuiSecurity Level:Email,Account �pp137p AAA440F_,/ Signed: 18-Mar-2024 117:09 Authentication(None) Signature Adoption:Pre-selected Style Using IP Address: 172.56.189.33 Electronic Record and Signature Sent:06-Mar-2024 114:11 Disclosure: Viewed:06-Mar-2024 115:36 Accepted: 18-Mar-2024 117:08 ID:d415d791-19d9-423d-9280- Signed:06-Mar-2024 16:05 f85417abc517 Robin Estanislau Robin.Estanislau@surfcity-hb.org Security Level:Email,Account Authentication (None) DocuS fined by: rot,it& fittl ASt.au Electronic Record and Signature _c7FB22EA6Be94lC Disclosure: Accepted:06-Mar-2024 115:36 ID:9c70e1d8-1b01-4dad-a8ca- Signature Adoption:Pre-selected Style 94004b3fd933 Using IP Address: 192.5.222.2 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp 23-12431/301667 15 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 DocuSign Envelope ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Signing Complete Security Checked 06-Mar-2024 116:05 Completed Security Checked 18-Mar-2024 117:09 Payment Events Status Timestamps Electronic Record and Signature Disclosure 23-12431/301667 16 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 DocuSign Envelope ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B Electronic Record and Signature Disclosure created on:18-May-2021 I 09:50 Parties agreed to:Gracey Van Der Mark,Robin Estanislau ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time,UCLA Health—Department of Medicine (we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure(ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures'before clicking `CONTINUE'within the DocuSign system. • Getting paper copies At any time,you may request from us a paper copy of any record provided or made available electronically to you by us.You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account,you may access the documents for a limited period of time (usually 30 days)after such documents are first sent to you.After such time, if you wish for us to send you paper copies of any such documents from our office to you,you will be charged a$0.00 per-page fee.You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically,you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format.How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your 23-12431/301667 17 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 DocuSign Envelope ID:C2A33D58-E953-40DE-B18F-92AEFE711754073E94B0-CEF4 ECD-B617-FE8A9E9A6F5B acknowledgment of your receipt of such paper notices or disclosures.Further,you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein,we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations,acknowledgements,and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure,we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus,you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below.Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact UCLA Health—Department of Medicine: You may contact us to let us know of your changes as to how we may contact you electronically,to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to:DocuSignSupport@mednet.ucla.edu To advise UCLA Health—Department of Medicine of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you,you must send an email message to us at DocuSignSupport@mednet.ucla.edu and in the body of such request you must state: your previous email address,your new email address. 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You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it,for future reference and access; and • Until or unless you notify UCLA Health—Department of Medicine as described above,you consent to receive exclusively through electronic means all notices, disclosures,authorizations, acknowledgements,and other documents that are required to be provided or made available to you by UCLA Health—Department of Medicine during the course of your relationship with UCLA Health—Department of Medicine. 23-12431/301667 20 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 Exhibit A Description and Scope of Services The Scope of Services is based on previous discussion with the department. It is our understanding the department seeks only quality improvement services at this time. Additional information about continuing education can be provided when the department is interested. QI Program Services frequency Outcome Measure. A. The Nurse Educator shall continually Ongoing QI plan discussed at quarterly Qi meeting assess specific needs from which to develop, and recorded in minutes. coordinate,and maintain an appropriate Quality Improvement plan for the Performance indicators reviewed and Department.The plan will be dynamic and revisions discussed at quarterly Quality modified to address changing needs and Improvement meetings or more often if issues.The Quality Improvement process necessary, shall include, but is not limited to the following: 1. Quarterly review and,if necessary, Quarterly or more QI plan discussed at quarterly QI meeting modification of the Quality Improvement often if needed and recorded in minutes. plan and Quarterly Quality Improvement meetings, including periodic reports that illustrate the type and quantity of EMS education and training provided. 2. Clinical review of patient care reports Monthly Review patient care records and record generated,using a review system and performance against performance criteria created by the Educator in indicators approved by the Department or collaboration with the Department. required by the Orange County EMS Agency. Performance threshold on indicators is 90% and recorded on reports submitted to the Department and Orange County EMS Agency, as required UCLA Proposal for the Huntington Beach Fire Department Page 6: DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 3. Review incidents with unusual or As required Review available documents(ie.patient adverse patient outcomes,inadequate care report,EMS policies,Title 22),contact performance of EMS personnel and appropriate personnel(le.provider,other complaints related to the delivery of medical fire departments,or base hospitals)and care.The Nurse Educator will assist provide a.summary of information Department as necessary in fact-finding for requested to the Fire Chief. specific patient-care-related incidents 4.Nurse Educator will evaluate compliance Monthly Review patient care.records and record with the legal documentation requirements performance against performance of patient care in collaboration indicators approved by the Department or with the EMS Coordinator. required by the Orange County EMS Agency. Performance threshold on indicators is 90% and recorded on reports submitted to the Department and Orange County EMS Agency. 5. The Nurse Educator shall ride along Monthly on each Completion,of ride-along documentation and evaluate Department personnel under shift as call volume form. Documents reviewed with the field conditions on each shift monthly. The permits Quality Improvement committee and schedule shall permit the Nurse Educator.to .Department leadership quarterly or more ride with each paramedic at least annually. often if needed. The Nurse Educator shall design and provide education based on the needs and/or Ride-along observations will be opportunities discovered or created by the incorporated into CE topics approved by Educator's observations and assessment. the Department or accomplished with Concurrent education or training material. UCLA Proposal for the Huntington Beach Fire Department Page 7 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01DB181 • 6. Development and implementation of a Ongoing Plan shall be subject to Department . process and plan to review and evaluate approval and include QI performance provider competency.This plan is intended indicators for tracking,skill competency to continually review and strategically assessment and direct field observation. improve core competencies. In addition,the All of this information shall be incorporated plan will address lesser-used skills and into the CE Program approved by the i procedures as well as and Quality Department. Improvement plans or programs deemed to be appropriate and necessary to optimize Completion of required skill verification the delivery of pre-hospital care. forms as required by Orange County EMS Agency for recertification of EMTs and Paramedics. • 7. Nurse Educator will attend Orange As scheduled Department represented by Nurse County Quality Improvement Committee Educator and attendance recorded In meetings,or other meetings as appropriate, meeting minutes. to gather information and report to the Department on Issues related to policy, procedure,and other relevant updates. 8. Submission of Ql performance Quarterly(or as Performance threshold on indicators is Indicators to DI-IS as required. required) 90%. 9. Support the Medical Director with As assigned Track and report data as required. special Q1 projects. 10. Collect,review and analyze hospital Monthly Report completed and submitted as • outcome data as required by the Orange required. County EMS Agency. 11. Facilitate and attend the QI Quarterly Results presented to the quality committee to review and discuss improvement committee and department performance indicators. leadership for discussion, recognition, areas for improvement,attention or continuing education. UCLA Proposal for the Huntington Beach Fire Department Page 8 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 • 12. Prepare for the Orange County EMS As scheduled Attend meetings and obtain re-approval of Agency Provider QI Audit. the department's ability to,deliver EMS and be in good standing with the Orange County EMS Agency. General Administrative Frequency Outcome Measure B. The Nurse Educator will report to the Monthly The Nurse Educator will provide Qi Department via the Battalion Chief of.EMS, summaries for the Department and meet Fire Chief or Medical Director. The Nurse regularly with the Battalion Chief of EMS,. Educator will Implement any responsive Fire Chief or Medical Director to discuss. recommendations under their direction. recommendations-for implementation in the CE and Qi Programs C. Nurse Educator shall hold current .Ongoing Nurse Educator shall maintain current certification as an American Heart BCLS,-ACLS and.PALS provider certifications. Association(AHA)provider in;Advanced as evidenced in certification cards Cardiovascular Life Support(ACLS),Pediatric Advanced Life Support(PALS),basic cardiovascular Life Support(BCLS). D. Ensure EMS compliance with local and Ongoing Attend UCLA.Nurse Educator Service state EMS.regulations and protocols. department meetings. Attend Orange County EMS Agency Provider Quality improvement Meetings. Attend train-the- trainer EMS Update courses(annually). E. Liaison with the Orange County EMS At committee Resolution of concerns and dialogue with Agency,local base hospitals and/or fire meetings and or as department leadership about complaints departments. incidents arise and concerns. UCLA Proposal for the Huntington Beach Fire Department Page 9 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181 Exhibit B Fee Schedule. UCLA looks forward to delivering a comprehensive Quality Improvement Program to the Huntington Beach.Department. The UCLA Nurse Educator would be scheduled for one day each week and other meetings as required.The actual working schedule will be mutually agreeable to all entities and may include some off-site work.Based on the reviewed and approved Scope of Services,the cost to deliver these services is $43,200 annually and would be invoiced in the amount of$3,600 monthly.The cost of services will be adjusted annually by the annual change in the consumer price index for the Greater Los Angeles Area. The department would need to provide the following support to ensure the success of the Nurse Educator delivering services under this proposal,which include: •. A secure file cabinet to store quality improvement records • Clerical support for filing and photocopying • A desk with secure file space to complete the work under this proposal UCLA Proposal for the Huntington Beach Fire Department Page 10 DocuSign Envelope ID:7F7C5B75-559B-440C-B6CB-74E0A01 DB181