AGREEMENT NO.
AGREEMENT BETWEEEN
THE CITY OF LOS ANGELES
AND
MARC R. COHEN, M.D., A PROFESSIONAL CORPORATION
FOR
MEDICAL DIRECTOR OVERSIGHT OF EMERGENCY MEDICAL SERVICES
Marc R. Cohen, M.D. A Professional Corporation i
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
TableofContents
1.0 PARTIESTOTHEAGREEMENTANDREPRESENTATIVES....................................................................2
2.0 TERMOFTHEAGREEMENT...............................................................................................................3
3.0 SERVICESTOBEPROVIDEDBYTHECONTRACTOR...........................................................................3
4.0 COMPENSATIONANDMETHODOFPAYMENT.................................................................................4
5.0 DATAMANAGEMENT........................................................................................................................5
6.0 NON‐EXCLUSIVEAGREEMENT..........................................................................................................7
7.0 REPRESENTATIONSANDWARRANTIES.............................................................................................7
8.0 CONTRACTOR’SINTERACTIONWITHTHEMEDIA.............................................................................8
9.0 CITYCONTRACTINGREQUIREMENTS................................................................................................8
10.0 BUSINESSASSOCIATEAGREEMENT..................................................................................................8
11.0 ORDEROFPRECEDENCE....................................................................................................................8
12.0 ENTIREAGREEMENT.........................................................................................................................9
13.0 COUNTERPARTS/ELECTRONICSIGNATURES.....................................................................................9
List of Exhibits
Exhibit A – Standard Provisions for City Contracts (Rev. 9/22)[v.1]
Exhibit B – Scope of Services
Exhibit C – Confidentiality Agreement
Exhibit D – Business Associate Agreement
Marc R. Cohen, M.D., A Professional Corporation Page 1 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
AGREEMENT NO. _________________
AGREEMENT BETWEEN
THE CITY OF LOS ANGELES
AND
MARC R. COHEN, M.D., A PROFESSIONAL CORPORATION
FOR
MEDICAL DIRECTOR OVERSIGHT OF EMERGENCY MEDICAL SERVICES
THIS AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into
by and between the City of Los Angeles, a municipal corporation (hereinafter referred to
as “City”), acting by and through the Los Angeles Fire Department (hereinafter referred
to as “Department” or “LAFD”), and Marc R. Cohen, M.D., A Professional Corporation,
(hereinafter referred to as “Contractor”), with reference to the following:
WHEREAS, the LAFD requires the assistance from the Contractor to provide
professional and specialized emergency medical services oversight by a Medical
Director on an as-needed basis; and
WHEREAS, the Contractor is uniquely qualified for this position and possesses
specialized technical medical expertise and familiarity with Emergency Medical Services
(“EMS”) operations required by the LAFD, and not found within the City workforce, and
has agreed to provide said services to the LAFD; and
WHEREAS, the Contractor is a physician who is board certified in the practice of
Emergency Medicine and EMS, is actively engaged in the clinical practice of emergency
medicine, meets the requirements of a Provider Agency Medical Director under the Los
Angeles County Department of Health Services Prehospital Care Policy, as well as
serves as a Provider Agency Medical Director for other local government agencies; and
WHEREAS, these specialized and unique education and technical services are deemed
to meet the requirements of a sole source agreement in accordance with City Charter
Section 371(e)(2) since the work requires a board certified physician familiar with EMS
protocols and the technical services that are necessary for the medical oversight of the
LAFD’s EMS operations; and
WHEREAS, the City performed its Charter Section 1022 evaluation and determined that
City employees do not have the expertise to provide the medical oversight of the
LAFD’s emergency medical services; and
WHEREAS, the City desires to enter into an Agreement with the Contractor for the
services of a Medical Director to assist the LAFD in overseeing the Department’s EMS
operations, planning, training, quality improvement, and policy development.
Marc R. Cohen, M.D., A Professional Corporation Page 2 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
NOW, THEREFORE, in consideration of the promises, representations, covenants and
agreements provided below, the parties agree as follows:
1.0 PARTIES TO THE AGREEMENT AND REPRESENTATIVES
1.1. Parties to the Agreement
1.1.1. City – The City of Los Angeles, a municipal corporation, acting by and
through the Los Angeles Fire Department, having its principal office at 200
N. Main St., Room 1800, Los Angeles, CA 90012
1.1.2. Contractor – Marc R. Cohen, M.D., A Professional Corporation, P.O. Box
176, Hermosa Beach, CA 90254
1.2. Representatives of the Parties and Service of Notices
The representatives of the respective parties who are authorized to administer this
Agreement and to whom formal notices, demands, and communications will be
given are as follows:
1.2.1. The City’s representative is, unless otherwise stated in the Agreement:
Kristin M. Crowley, Fire Chief
Los Angeles Fire Department
200 N. Main St., Room 1800
Los Angeles, CA 90012
With a copy to:
Tyler Dixon, Assistant Chief
Emergency Medical Services Bureau
Los Angeles Fire Department
200 N. Main St., Room 1880
Los Angeles, CA 90012
The Contractor’s representative is, unless otherwise stated in the Agreement:
Marc R. Cohen, M.D.
P.O. Box 176
Hermosa Beach, CA 90254
1.3. Formal notices, demands and communications to be given hereunder by either
party must be made in writing and may be effected by personal delivery or by
registered or certified mail, postage prepaid, return receipt requested and shall
be deemed communicated as of the date of mailing.
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Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
1.4. If the name of the person designated to receive the notices, demands or
communications or the address of such person is changed, written notice must
be provided as described in this Agreement, within five (5) working days of said
change.
2.0 TERM OF THE AGREEMENT
2.1 The term of this Agreement shall commence upon the date of attestation by the
Los Angeles City Clerk, and will terminate one (1) year from that date, unless
otherwise terminated by the City as provided for in this Agreement.
2.2 The Board of Fire Commissioners has authorized the Fire Chief to extend the
Agreement for a total of two (2) additional years, exercisable in one (1) year
increments, utilizing the amendment process described in Section PSC-5 of
Exhibit A – Standard Provisions for City Contracts (Rev. 9/22)[v.1], attached
hereto and incorporated by reference herein. Any amendment to extend the
term of this Agreement is contingent on the availability of funds and the
Contractor having provided satisfactory services under this Agreement.
2.3 To the extent that the Contractor may have begun performance of the services
before the date of attestation of this Agreement at the City’s request and due to
the immediate needs of the LAFD, the City hereby ratifies and accepts those
services performed in accordance with this Agreement, and authorizes payment
as provided by the terms of this Agreement. Notwithstanding this Section, the
term of this Agreement will remain as stated above.
3.0 SERVICES TO BE PROVIDED BY THE CONTRACTOR
3.1. The Contractor shall assist the LAFD EMS Bureau Commander by providing
medical oversight and advice regarding EMS operations, planning, training,
quality improvement, and policy development, as described in the Scope of
Services, attached hereto and incorporated by reference herein as Exhibit B.
3.2. The Contractor shall possess and maintain the following requirements during the
term of the Agreement:
3.2.1. Valid Class C California Driver’s License (without restrictions).
3.2.2. Active and valid Physician and Surgeon license (without restrictions)
with the Medical Board of California.
3.2.3. Active and valid license (without restrictions) with the United States
Drug Enforcement Administration.
3.2.4. Continuing American Board of Emergency Medicine (ABEM)
Emergency Medicine Board certification.
3.2.5. Continuing ABEM EMS Subspeciality Board certification.
3.2.6. Active engagement in the clinical practice of emergency medicine.
3.2.7. Active engagement in EMS medical direction and EMS education.
Marc R. Cohen, M.D., A Professional Corporation Page 4 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
3.2.8. Meets the requirements, roles, and responsibilities outlined in the Los
Angeles County Department of Health Services Prehospital Care policy
Reference 411 – Provider Agency Medical Director.
4.0 COMPENSATION AND METHOD OF PAYMENT
4.1. Compensation
4.1.1. Contractor shall be compensated at the rate of One Hundred Twenty-Five
Dollars ($125.00) per hour. The maximum payable amount under this
Agreement is not to exceed Three Hundred Sixty Five Thousand Two
Hundred Thirty One Dollars ($365,231) during the period beginning on
the date this Agreement is attested to by the Los Angeles City Clerk and
ending one (1) year thereafter for the complete and satisfactory terms of
this Agreement. In the event the City exercises the options to extend the
term of this Agreement, the maximum amount payable shall not exceed
Two Hundred Fifteen Thousand Two Hundred Thirty One Dollars
($215,231) for each year.
4.1.2. Contractor shall be compensated upon the approval of tasks assigned by
and monitored by the LAFD EMS Bureau Commander. All invoices must
include the hours worked on each specific detail of the services provided.
Contractor shall submit a single invoice per month for work completed.
4.1.3. The City shall not provide any additional compensation for any of
Contractor’s costs associated with the performance of this Agreement.
4.2. Method of Payment
4.2.1. Invoices
The Contractor shall submit monthly invoices to:
Tyler Dixon, Assistant Chief
Emergency Medical Services Bureau
Los Angeles Fire Department
200 N. Main St., Room 1880
Los Angeles, CA 90012
Email: [email protected]
The invoice must contain the following:
a. Name and address of Contractor;
b. Name and address of the Fire Department;
c. Date of the invoice, invoice number and period covered;
d. Reference to the contract number;
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Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
e. Description of the completed task and the number of hours used for
each task;
f. Payment terms, total due, and due date;
g. Certification by the Contractor;
h. Discounts and terms (if applicable), and
i. Remittance address (if different from billing address).
4.2.2. The City will make payment to the Contractor for the services performed
after receipt and approval of the invoices by the City’s Representative.
The City will not unreasonably withhold approval of invoices. In the event
any invoice is not approved, the City’s Representative will immediately
send a notice to the Contractor setting forth therein the reason(s) said
invoice was not approved. Upon receipt of such notice, the Contractor
may re-invoice the City for the accepted portion of the invoice or cure the
defect identified in the City Representative’s notice. The City will pay the
revised invoice as soon as practical after its submission. If the City’s
Representative contests all or a portion of the invoice, the City’s
Representative and the Contractor will use their best efforts to resolve the
disputed portion or portions of the invoice.
4.2.3. Failure to adhere to these policies may result in nonpayment or non-
approval of demands, pursuant to Charter Section 262(a), which requires
the Controller to inspect the quality, quantity, and condition of services,
labor, materials, supplies, or equipment received by any City office or
department, and approve demands before they are drawn on the
Treasury.
4.2.4. The Contractor shall notify the LAFD within ten (10) business days when
80% of the maximum compensation has been reached. Notice must be
sent to the address listed per this agreement.
5.0 DATA MANAGEMENT
5.1 Confidentiality
All data, documents, records, recorded testimony, audiotapes, videotapes,
materials, products, technology, computer programs, specifications, manuals,
business plans, software, marketing plans, financial information, and other
information disclosed or submitted orally, in writing, or by any other media to
Contractor by the City and other documents to which the Contractor has access
during the term of this Agreement are confidential information (“Confidential
Information”).
The Contractor agrees that both during and after the term of this Agreement,
City’s Confidential Information shall be considered and kept as the private and
privileged records of the City and will not be divulged to any person, firm,
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Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
corporation, or other entity except on the prior direct written authorization of the
City.
The Contractor shall ensure that each worker sent on an assignment under this
Agreement has executed a Confidentiality Agreement prior to commencing any
such assignment. Contractor shall provide the signed Confidentiality Agreement
to the City prior to all workers commencing any assignment. The Confidentiality
Agreement to be used is attached hereto and incorporated by reference herein
as Exhibit C. The Contractor is responsible for ensuring compliance of all
workers with the Confidentiality Agreement.
5.2 Data Ownership
As between the parties, City is the sole and exclusive owner of all data and
information provided to Contractor by or on behalf of City pursuant to this
Agreement and any and all updates or modifications thereto or derivatives
thereof made by Contractor (“City Data”), and all intellectual property rights in
the foregoing, whether or not provided to any other party under this
Agreement. City Data is Confidential Information for the purposes of this
Agreement. Contractor shall not use City Data for any purpose other than
that of rendering the services under this Agreement, nor sell, assign, lease,
dispose of or otherwise exploit City Data. Contractor shall not possess or
assert any lien or other right against or to City Data. City may request an
export of City Data stored within the systems or held by Contractor in any
form or format at no charge to City.
Subject to the restrictions articulated elsewhere in this Agreement, City
grants Contractor a non-transferable, non-exclusive, terminable at-will
license, solely for the term of this Agreement, to use City Data solely for
purposes of performing the services pursuant to this Agreement for City’s
benefit.
5.3 Data Protection
5.3.1 Contractor shall use best efforts, but in no event less than
information security industry best practices, to prevent unauthorized
use, disclosure, or exposure of City Data. To this end, Contractor
shall safeguard the confidentiality, integrity, and availability of City
Data.
5.3.2 Contractor shall implement and maintain appropriate administrative,
technical, and organization security measures to safeguard against
unauthorized access, disclosure, destruction, or theft of City Data.
Such security measures shall also be in accordance with
recognized industry best practices and the standard of care
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Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
imposed by state and federal laws and regulations relating to the
protection of such information.
5.3.3 Unless otherwise expressly agreed to by City in writing, Contractor
shall encrypt all City Data at rest and in transit and limit access to
only those individuals whose access is essential for performance of
the services contemplated by this Agreement.
5.3.4 At no time may any content, City Data, or City processes be copied,
disclosed, or retained by Contractor or any party related to
Contractor for subsequent use in any transaction that does not
include City.
5.4 Provision of Data
Upon termination of this Agreement for any cause or reason (including City’s
breach), Contractor shall provide City with a copy of all City Data in
Contractor’s possession in a mutually agreeable machine-readable format.
6.0 NON-EXCLUSIVE AGREEMENT
The City and Contractor understand and agree that this is a non-exclusive
Agreement to provide services to the City and the LAFD and that the City or the
LAFD reserve the right to enter into an agreement with other contractors to
provide similar services during the term of this Agreement.
7.0 REPRESENTATIONS AND WARRANTIES
7.1 Responsibility to Provide Services in Accordance with Applicable Standards
and Requirement to Possess All Valid Permits and Licenses
Contractor represents and warrants that the work performed hereunder shall
be completed in a manner consistent with professional standards among
those firms in Contractor’s profession, doing the same or similar work, under
the same or similar circumstances. Contractor must possess and maintain
valid licenses and permits required to perform the services described herein.
7.2 Compliance with Statutes and Regulations
Contractor, in the performance of this Agreement, shall comply with all
applicable statutes, rules, regulations, and orders of the United States, the
State of California, the County and City of Los Angeles, and any other
jurisdiction in which it performs services pursuant to the Agreement.
Contractor shall comply with new, amended, or revised laws, regulations, and
procedures that apply to the performance of this Agreement.
Marc R. Cohen, M.D., A Professional Corporation Page 8 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
8.0 CONTRACTOR’S INTERACTION WITH THE MEDIA
Contractor shall refer all inquiries from the new media to the Department, shall
immediately contact the Department to inform the Department of the inquiry, and
shall comply with the procedures of the LAFD Community Liaison’s Office
regarding statement to the media relating to this Agreement or Contractor’s
services hereunder.
9.0 CITY CONTRACTING REQUIREMENTS
9.1 Standard Provisions
By entering into this Agreement with the City, the Contractor agrees to abide
by the Standard Provisions for City Contracts (Rev. 9/22)[v.1], attached
hereto and incorporated by reference herein as Exhibit A.
9.2 Disclosure of Border Wall Contracting Ordinance
Contractor shall comply with Los Angeles Administrative Code (“LAAC”)
Section 10.50 et seq., “Disclosure of Border Wall Contracting Ordinance.”
City may terminate this Agreement at any time if City determines the
Contractor failed to fully and accurately complete the required affidavit and
disclose all Border Wall Bids and Border Wall Contracts as defined in LAAC
Section 10.50.1.
10.0 BUSINESS ASSOCIATE AGREEMENT
The LAFD is a Covered Healthcare Entity within the City organization, and in
accordance with the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”) and to ensure the security of documents containing Protected Health
Information (“PHI”), the Contractor by entering into this Agreement with the LAFD
agrees to abide by the Business Associate Agreement (“BAA”), attached hereto
and incorporated by reference herein as Exhibit D.
11.0 ORDER OF PRECEDENCE
This Agreement, and any exhibits, attachments or documents incorporated
herein by inclusion or by reference, constitutes the complete and entire
Agreement between the City and the Contractor. In the event of any
inconsistency between the body of this Agreement and the exhibits and
attachment, the order of precedence will be as follows:
1) This Agreement between the City of Los Angeles and Marc R. Cohen, M.D.,
A Professional Corporation;
2) Exhibit A – Standard Provisions for City Contracts (Rev. 9/22)[v.1];
Marc R. Cohen, M.D., A Professional Corporation Page 9 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
3) Exhibit D – Business Associate Agreement;
4) Exhibit B – Scope of Services
5) Exhibit C – Confidentiality Agreement; and
6) Any other exhibit or attachment in the order in which they are attached.
12.0 ENTIRE AGREEMENT
This Agreement contains the full and complete Agreement between the parties.
No verbal agreement or conversation with any officer or employee of either party
will affect or modify any of the terms and conditions of this Agreement.
13.0 COUNTERPARTS/ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, and by the
parties in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same
agreement. The parties further agree that facsimile signatures or signatures
scanned into .pdf (or signatures in another electronic format designated by City)
and sent by e-mail shall be deemed original signatures.
[SIGNATURE PAGE FOLLOWS]
Marc R. Cohen, M.D., A Professional Corporation Page 10 of 10
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.
THE CITY OF LOS ANGELES MARC R. COHEN, M.D., A
PROFESSIONAL CORPORATION
By: By*:
Kristin M. Crowley Marc R. Cohen, M.D.
Fire Chief Chief Executive Officer
Date: Date:
APPROVED AS TO FORM: By**: ___________________________
HYDEE FELDSTEIN SOTO, City Attorney Marc R. Cohen, M.D.
Chief Financial Officer
By: Date: ___________________________
Samuel W. Petty
Deputy City Attorney
Date:
ATTEST:
HOLLY L. WOLCOTT, City Clerk
By:
Deputy City Clerk
Date:
City Agreement Number:
NOTE: If Contractor is a corporation, two
signatures are required.
* The signature of President, Chairman of the
Board, or Vice President is required here; and
** an additional signature of Secretary,
Assistant Secretary, Chief Financial Officer, or
Assistant Treasurer is also required for the
Cor
p
oration.
Marc R. Cohen, M.D., A Professional Corporation
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
EXHIBIT A
STANDARD PROVISIONS FOR CITY CONTRACTS
(Rev. 9/22)[v.1]
STANDARD PROVISIONS FOR CITY CONTRACTS
TABLE OF CONTENTS
PSC-1 Construction of Provisions and Titles Herein ................................................... 1
PSC-2 Applicable Law, Interpretation and Enforcement ............................................. 1
PSC-3 Time of Effectiveness ....................................................................................... 1
PSC-4 Integrated Contract .......................................................................................... 2
PSC-5 Amendment ...................................................................................................... 2
PSC-6 Excusable Delays ............................................................................................. 2
PSC-7 Waiver ............................................................................................................ 2
PSC-8 Suspension ...................................................................................................... 3
PSC-9 Termination ...................................................................................................... 3
PSC-10 Independent Contractor ................................................................................... 5
PSC-11 Con tracto r’s Personnel .................................................................................... 5
PSC-12 Assignment and Delegation ............................................................................. 6
PSC-13 Permits ........................................................................................................... 6
PSC-14 Claims for Labor and Materials ........................................................................ 6
PSC-15 Current Los Angeles City Business Tax Registration Certificate Required ..... 6
PSC-16 Retention of Records, Audit and Reports ........................................................ 6
PSC-17 Bonds ............................................................................................................. 7
PSC-18 Indemnification ................................................................................................. 7
PSC-19 Intellectual Property Indemnification ................................................................ 7
PSC-20 Intellectual Property Warranty ........................................................................ 8
PSC-21 Ownership and License.................................................................................... 8
PSC-22 Data Protection ................................................................................................ 9
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1]
i
ii
TABLE OF CONTENTS (Continued)
PSC-23 Insurance ......................................................................................................... 9
PSC-24 Best Terms ..................................................................................................... 9
PSC-25 Warranty and Responsibility of Contractor .................................................... 10
PSC-26 Mandatory Provisions Pertaining to Non-Discrimination in Employment ....... 10
PSC-27 Child Support Assignment Orders .................................................................. 10
PSC-28 Living Wage Ordinance .................................................................................. 11
PSC-29 Service Contractor Worker Retention Ordinance ........................................... 11
PSC-30 Access and Accommodations ........................................................................ 11
PSC-31 Contractor Responsibility Ordinance ............................................................ 12
PSC-32 Business Inclusion Program ........................................................................... 12
PSC-33 Slavery Disclosure Ordinance ...................................................................... 12
PSC-34 First Source Hiring Ordinance ...................................................................... 12
PSC-35 Local Business Preference Ordinance ........................................................... 12
PSC-36 Iran Contracting Act ...................................................................................... 12
PSC-37 Restrictions on Campaign Contributions in City Elections ............................ 12
PSC-38 Con tracto rs’ Use of Crim ina l Histo ry f o r Consideration of Employment
Applications .................................................................................................... 13
PSC-39 L im itatio n of City’s Ob liga tio n t o Make Pa ym en t to Contractor ...................... 13
PSC-40 Compliance with Identity Theft Laws and Payment Card Data Security
Standards....................................................................................................... 14
PSC-41 Compliance with California Public Resources Code Section 5164 ................ 14
PSC-42 Possessory Interests Tax ............................................................................. 14
PSC-43 Confidentiality ................................................................................................. 15
PSC-44 COVID-19 ....................................................................................................... 15
PSC-45 Contractor Data Reporting……………………………………………………. .... 15
Exhibit 1 Insurance Contractual Requirements ............................................................. 16
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1]
1
STANDARD PROVISIONS FOR CITY CONTRACTS
PSC-1. Construction of Provisions and Titles Herein
All titles, subtitles, or headings in this Contract have been inserted for convenience, and
shall not be deemed to affect the meaning or construction of any of the terms or provisions
of this Contract. The language of this Contract shall be construed according to its fair
meaning and not strictly for or against CITY or CONTRACTOR. The word
"CONTRACTOR" includes the party or parties identified in this Contract. The singular
shall include the plural and if there is more than one CONTRACTOR, unless expressly
stated otherwise, their obligations and liabilities shall be joint and several. Use of the
feminine, masculine, or neuter genders shall be deemed to include the genders not used.
PSC-2. Applicable Law, Interpretation and Enforcement
Each party's performance shall comply with all applicable laws of the United States of
America, the State of California, and CITY, including but not limited to, laws regarding
health and safety, labor and employment, wage and hours and licensing. This Contract
shall be enforced and interpreted under the laws of the State of California without regard
to conflict of law principles. CONTRACTOR shall comply with new, amended, or revised
laws, regulations, or procedures that apply to the performance of this Contract with no
additional compensation paid to CONTRACTOR.
In any action arising out of this Contract, CONTRACTOR consents to personal
jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts
located in Los Angeles County, California.
If any part, term or provision of this Contract is held void, illegal, unenforceable, or in
conflict with any federal, state or local law or regulation, the validity of the remaining parts,
terms or provisions of this Contract shall not be affected.
PSC-3. Time of Effectiveness
Unless otherwise provided, this Contract shall take effect when all of the following events
have occurred:
A. This Contract has been signed on behalf of CONTRACTOR by the person
or persons authorized to bind CONTRACTOR;
B. This Contract has been approved by the City Council or by the board, officer
or employee authorized to give such approval;
C. The Office of the City Attorney has indicated in writing its approval of this
Contract as to form; and
D. This Contract has been signed on behalf of CITY by the persondesignated
by the City Council, or by the board, officer or employee authorized to enter
into this Contract.
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1]
2
PSC-4. Integrated Contract
This Contract sets forth all of the rights and duties of the parties with respect to the subject
matter of this Contract, and replaces any and all previous Contracts or understandings,
whether written or oral, relating thereto. This Contract may be amended only as provided
for in the provisions of PSC-5 hereof.
PSC-5. Amendment
All amendments to this Contract shall be in writing and signed and approved pursuant to
the provisions of PSC-3.
PSC-6. Excusable Delays
Neither party shall be liable for its delay or failure to perform any obligation under and in
accordance with this Contract, if the delay or failure arises out of fires, floods,
earthquakes, epidemics, quarantine restrictions, other natural occurrences, strikes,
lockouts (other than a lockout by the party or any of the party's Subcontractors), freight
embargoes, terrorist acts, insurrections or other civil disturbances, or other similar events
to those described above, but in each case the delay or failure to perform must be beyond
the control and without any fault or negligence of the party delayed or failing to perform
(these events are referred to in this provision as "Force Majeure Events").
Notwithstanding the foregoing, a delay or failure to perform by a Subcontractor of
CONTRACTOR shall not constitute a Force Majeure Event, unless the delay or failure
arises out of causes beyond the control of both CONTRACTOR and Subcontractor, and
without any fault or negligence of either of them. In such case, CONTRACTOR shall not
be liable for the delay or failure to perform, unless the goods or services to be furnished
by the Subcontractor were obtainable from other sources in sufficient time to permit
CONTRACTOR to perform timely. As used in this Contract, the term "Subcontractor"
means a subcontractor at any tier.
In the event CONTRACTOR’S delay or failure to perform arises out of a Force Majeure
Event, CONTRACTOR agrees to use commercially reasonable best efforts to obtain the
goods or services from other sources, and to otherwise mitigate the damages and reduce
the delay caused by the Force Majeure Event.
PSC-7. Waiver
A waiver of a default of any part, term or provision of this Contract shall not be construed
as a waiver of any succeeding default or as a waiver of the part, term or provision itself.
A party’s performance after the other party’s default shall not be construed as a waiver of
that default.
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1]
3
PSC-8. Suspension
At CITY’S sole discretion, CITY may suspend any or all services provided under this
Contract by providing CONTRACTOR with written notice of suspension. Upon receipt of
the notice of suspension, CONTRACTOR shall immediately cease the services
suspended and shall not incur any additional obligations, costs or expenses to CITY until
CITY gives written notice to recommence the services.
PSC-9. Termination
A. Termination for Convenience
CITY may terminate this Contract for CITY’S convenience at any time by providing
CONTRACTOR thirty days written notice. Upon receipt of the notice of termination,
CONTRACTOR shall immediately take action not to incur any additional
obligations, costs or expenses, except as may be necessary to terminate its
activities. CITY shall pay CONTRACTOR its reasonable and allowable costs
through the effective date of termination and those reasonable and necessary
costs incurred by CONTRACTOR to effect the termination. Thereafter,
CONTRACTOR shall have no further claims against CITY under this Contract. All
finished and unfinished documents and materials procured for or produced under
this Contract, including all intellectual property rights CITY is entitled to, shall
become CITY property upon the date of the termination. CONTRACTOR agrees
to execute any documents necessary for CITY to perfect, memorialize, or record
CITY’S ownership of rights provided herein.
B. Termination for Breach of Contract
1.
Except as provided in PSC-6, if CONTRACTOR fails to perform any
of the provisions of this Contract or so fails to make progress as to
endanger timely performance of this Contract, CITY may give
CONTRACTOR written notice of the default. CITY’S default notice
will indicate whether the default may be cured and the time period to
cure the default to the sole satisfaction of CITY. Additionally, CITY’S
default notice may offer CONTRACTOR an opportunity to provide
CITY with a plan to cure the default, which shall be submitted to CITY
within the time period allowed by CITY. At CITY’S sole discretion,
CITY may accept or reject CONTRACTOR’S plan. If the default
cannot be cured or if CONTRACTOR fails to cure within the period
allowed by CITY, then CITY may terminate this Contract due to
CONTRACTOR’S breach of this Contract.
2.
If the default under this Contract is due to CONTRACTOR’S failure
to maintain the insurance required under this Contract,
CONTRACTOR shall immediately: (1) suspend performance of any
services under this Contract for which insurance was required; and
(2) notify its employees and Subcontractors of the loss of insurance
coverage and Contractor’s obligation to suspend performance of
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services. CONTRACTOR shall not recommence performance until
CONTRACTOR is fully insured and in compliance with CITY’S
requirements.
3.
If a federal or state proceeding for relief of debtors is undertaken by
or against CONTRACTOR, or if CONTRACTOR makes an
assignment for the benefit of creditors, then CITY may immediately
terminate this Contract.
4.
If CONTRACTOR engages in any dishonest conduct related to the
performance or administration of this Contract or violates CITY’S
laws, regulations or policies relating to lobbying, then CITY may
immediately terminate this Contract.
5.
Acts of Moral Turpitude
a.
CONTRACTOR shall immediately notify CITY if
CONTRACTOR or any Key Person, as defined below, is
charged with, indicted for, convicted of, pleads nolo
contendere to, or forfeits bail or fails to appear in court for a
hearing related to, any act which constitutes an offense
involving moral turpitude under federal, state, or local laws
(“Act of Moral Turpitude”).
b.
If CONTRACTOR or a Key Person is convicted of, pleads nolo
contendere to, or forfeits bail or fails to appear in court for a
hearing related to, an Act of Moral Turpitude, CITY may
immediately terminate this Contract.
c.
If CONTRACTOR or a Key Person is charged with or indicted
for an Act of Moral Turpitude, CITY may terminate this
Contract after providing CONTRACTOR an opportunity to
present evidence of CONTRACTOR’S ability to perform
under the terms of this Contract.
d.
Acts of Moral Turpitude include, but are not limited to: violent
felonies as defined by Penal Code Section 667.5, crimes
involving weapons, crimes resulting in serious bodily injury or
death, serious felonies as defined by Penal Code Section
1192.7, and those crimes referenced in the Penal Code and
articulated in California Public Resources Code Section
5164(a)(2); in addition to and including acts of murder, rape,
sexual assault, robbery, kidnapping, human trafficking,
pimping, voluntary manslaughter, aggravated assault, assault
on a peace officer, mayhem, fraud, domestic abuse, elderly
abuse, and child abuse, regardless of whether such acts are
punishable by felony or misdemeanor conviction.
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e.
For the purposes of this provision, a Key Person is a principal,
officer, or employee assigned to this Contract, or owner
(directly or indirectly, through one or more intermediaries) of
ten percent or more of the voting power or equity interests of
CONTRACTOR.
6.
In the event CITY terminates this Contract as provided in this section,
CITY may procure, upon such terms and in the manner as CITY may
deem appropriate, services similar in scope and level of effort to
those so terminated, and CONTRACTOR shall be liable to CITY for
all of its costs and damages, including, but not limited to, any excess
costs for such services.
7.
If, after notice of termination of this Contract under the provisions of
this section, it is determined for any reason that CONTRACTOR was
not in default under the provisions of this section, or that the default
was excusable under the terms of this Contract, the rights and
obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to PSC-9(A) Termination for
Convenience.
8.
The rights and remedies of CITY provided in this section shall not be
exclusive and are in addition to any other rights and remedies
provided by law or under this Contract.
C. In the event that this Contract is terminated, CONTRACTOR shall
immediately notify all employees and Subcontractors, and shall notify in
writing all other parties contracted with under the terms of this Contract
within five working days of the termination.
PSC-10. Independent Contractor
CONTRACTOR is an independent contractor and not an agent or employee of CITY.
CONTRACTOR shall not represent or otherwise hold out itself or any of its directors,
officers, partners, employees, or agents to be an agent or employee of CITY.
PSC-11. Con tracto r’s P e rsonn e l
Unless otherwise approved by CITY, CONTRACTOR shall use its own employees to
perform the services described in this Contract. CITY has the right to review and approve
any personnel who are assigned to work under this Contract. CONTRACTOR shall
remove personnel from performing work under this Contract if requested to do so by CITY.
CONTRACTOR shall not use Subcontractors to assist in performance of this Contract
without the prior written approval of CITY. If CITY permits the use of Subcontractors,
CONTRACTOR shall remain responsible for performing all aspects of this Contract and
paying all Subcontractors. CITY has the right to approve CONTRACTOR’S
Subcontractors, and CITY reserves the right to request replacement of any
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Subcontractor. CITY does not have any obligation to pay CONTRACTOR’S
Subcontractors, and nothing herein creates any privity of contract between CITY and any
Subcontractor.
PSC-12. Assignment and Delegation
CONTRACTOR may not, unless it has first obtained the written permission of CITY:
A. Assign or otherwise alienate any of its rights under this Contract, including
the right to payment; or
B. Delegate, subcontract, or otherwise transfer any of its duties under this
Contract.
PSC-13. Permits
CONTRACTOR and its directors, officers, partners, agents, employees, and
Subcontractors, shall obtain and maintain all licenses, permits, certifications and other
documents necessary for CONTRACTOR'S performance of this Contract.
CONTRACTOR shall immediately notify CITY of any suspension, termination, lapses,
non-renewals, or restrictions of licenses, permits, certificates, or other documents that
relate to CONTRACTOR’S performance of this Contract.
PSC-14. Claims for Labor and Materials
CONTRACTOR shall promptly pay when due all amounts owed for labor and materials
furnished in the performance of this Contract so as to prevent any lien or other claim under
any provision of law from arising against any CITY property (including reports, documents,
and other tangible or intangible matter produced by CONTRACTOR hereunder), and shall
pay all amounts due under the Unemployment Insurance Act or any other applicable law
with respect to labor used to perform under this Contract.
PSC-15. Current Los Angeles City Business Tax Registration Certificate Required
For the duration of this Contract, CONTRACTOR shall maintain valid Business Tax
Registration Certificate(s) as required by CITY'S Business Tax Ordinance, Section 21.00
et seq. of the Los Angeles Municipal Code (“LAMC”), and shall not allow the Certificate
to lapse or be revoked or suspended.
PSC-16. Retention of Records, Audit and Reports
CONTRACTOR shall maintain all records, including records of financial transactions,
pertaining to the performance of this Contract, in their original form or as otherwise
approved by CITY. These records shall be retained for a period of no less than three
years from the later of the following: (1) final payment made by CITY, (2) the expiration of
this Contract or (3) termination of this Contract. The records will be subject to examination
and audit by authorized CITY personnel or CITY’S representatives at any time.
CONTRACTOR shall provide any reports requested by CITY regarding
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performance of this Contract. Any subcontract entered into by CONTRACTOR for work
to be performed under this Contract must include an identical provision.
In lieu of retaining the records for the term as prescribed in this provision, CONTRACTOR
may, upon CITY’S written approval, submit the required information to CITY in an
electronic format, e.g. USB flash drive, at the expiration or termination of this Contract.
PSC-17. Bonds
All bonds required by CITY shall be filed with the Office of the City Administrative Officer,
Risk Management for its review and acceptance in accordance with Los Angeles
Administrative Code (“LAAC”) Sections 11.47 et seq., as amended from to time.
PSC-18. Indemnification
Except for the active negligence or willful misconduct of CITY, or any of its boards,
officers, agents, employees, assigns and successors in interest, CONTRACTOR shall
defend, indemnify and hold harmless CITY and any of its boards, officers, agents,
employees, assigns, and successors in interest from and against all lawsuits and causes
of action, claims, losses, demands and expenses, including, but not limited to, attorney's
fees (both in house and outside counsel) and cost of litigation (including all actual litigation
costs incurred by CITY, including but not limited to, costs of experts and consultants),
damages or liability of any nature whatsoever, for death or injury to any person, including
CONTRACTOR'S employees and agents, or damage or destruction of any property of
either party hereto or of third parties, arising in any manner by reason of an act, error, or
omission by CONTRACTOR, Subcontractors, or their boards, officers, agents,
employees, assigns, and successors in interest. The rights and remedies of CITY
provided in this section shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this Contract. This provision will survive expiration or
termination of this Contract.
PSC-19. Intellectual Property Indemnification
CONTRACTOR, at its own expense, shall defend, indemnify, and hold harmless the
CITY, and any of its boards, officers, agents, employees, assigns, and successors in
interest from and against all lawsuits and causes of action, claims, losses, demands and
expenses, including, but not limited to, attorney's fees (both in house and outside counsel)
and cost of litigation (including all actual litigation costs incurred by CITY, including but
not limited to, costs of experts and consultants), damages or liability of any nature arising
out of the infringement, actual or alleged, direct or contributory, of any intellectual property
rights, including, without limitation, patent, copyright, trademark, trade secret, right of
publicity, and proprietary information: (1) on or in any design, medium, matter, article,
process, method, application, equipment, device, instrumentation, software, hardware, or
firmware used by CONTRACTOR, or its Subcontractors, in performing the work under
this Contract; or (2) as a result of CITY’S actual or intended use of any Work Product (as
defined in PSC-21) furnished by CONTRACTOR, or its Subcontractors, under this
Contract. The rights and remedies of CITY provided in this section shall not beexclusive
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and are in addition to any other rights and remedies provided by law or under this
Contract. This provision will survive expiration or termination of this Contract.
PSC-20. Intellectual Property Warranty
CONTRACTOR represents and warrants that its performance of all obligations under this
Contract does not infringe in any way, directly or contributorily, upon any third party’s
intellectual property rights, including, without limitation, patent, copyright, trademark,
trade secret, right of publicity and proprietary information.
PSC-21. Ownership and License
Unless otherwise provided for herein, all finished and unfinished works, tangible or not,
created under this Contract including, without limitation, documents, materials, data,
reports, manuals, specifications, artwork, drawings, sketches, blueprints, studies,
memoranda, computation sheets, computer programs and databases, schematics,
photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic
designs, notes, websites, domain names, inventions, processes, formulas, matters and
combinations thereof, and all forms of intellectual property originated and prepared by
CONTRACTOR or its Subcontractors under this Contract (each a “Work Product”;
collectively “Work Products”) shall be and remain the exclusive property of CITY for its
use in any manner CITY deems appropriate. CONTRACTOR hereby assigns to CITY all
goodwill, copyright, trademark, patent, trade secret and all other intellectual property
rights worldwide in any Work Products originated and prepared under this Contract.
CONTRACTOR further agrees to execute any documents necessary for CITY toperfect,
memorialize, or record CITY’S ownership of rights provided herein.
CONTRACTOR agrees that a monetary remedy for breach of this Contract may be
inadequate, impracticable, or difficult to prove and that a breach may cause CITY
irreparable harm. CITY may therefore enforce this requirement by seeking injunctive relief
and specific performance, without any necessity of showing actual damage or irreparable
harm. Seeking injunctive relief or specific performance does not preclude CITY from
seeking or obtaining any other relief to which CITY may be entitled.
For all Work Products delivered to CITY that are not originated or prepared by
CONTRACTOR or its Subcontractors under this Contract, CONTRACTOR shall secure
a grant, at no cost to CITY, for a non-exclusive perpetual license to use such Work
Products for any CITY purposes.
CONTRACTOR shall not provide or disclose any Work Product to any third party without
prior written consent of CITY.
Any subcontract entered into by CONTRACTOR relating to this Contract shall include this
provision to contractually bind its Subcontractors performing work under this Contract
such that CITY’S ownership and license rights of all Work Products are preserved and
protected as intended herein.
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PSC-22. Data Protection
A. CONTRACTOR shall protect, using the most secure means and technology
that is commercially available, CITY-provided data or consumer-provided
data acquired in the course and scope of this Contract, including but not
limited to customer lists and customer credit card or consumer data,
(collectively, the “City Data”). CONTRACTOR shall notify CITY in writing as
soon as reasonably feasible, and in any event within twenty-four hours, of
CONTRACTOR’S discovery or reasonable belief of any unauthorized
access of City Data (a “Data Breach”), or of any incident affecting, or
potentially affecting City Data related to cyber security (a “Security
Incident”), including, but not limited to, denial of service attack, and system
outage, instability or degradation due to computer malware or virus.
CONTRACTOR shall begin remediation immediately. CONTRACTOR shall
provide daily updates, or more frequently if required by CITY, regarding
findings and actions performed by CONTRACTOR until the Data Breach or
Security Incident has been effectively resolved to CITY’S satisfaction.
CONTRACTOR shall conduct an investigation of the Data Breach or
Security Incident and shall share the report of the investigation with CITY.
At CITY’S sole discretion, CITY and its authorized agents shall have the
right to lead or participate in the investigation. CONTRACTOR shall
cooperate fully with CITY, its agents and law enforcement.
B. If CITY is subject to liability for any Data Breach or Security Incident, then
CONTRACTOR shall fully indemnify and hold harmless CITY and defend
against any resulting actions.
PSC-23. Insurance
During the term of this Contract and without limiting CONTRACTOR'S obligation to
indemnify, hold harmless and defend CITY, CONTRACTOR shall provide and maintain
at its own expense a program of insurance having the coverages and limits not less than
the required amounts and types as determined by the Office of the City Administrative
Officer of Los Angeles, Risk Management (template Form General 146 in Exhibit 1
hereto). The insurance must: (1) conform to CITY’S requirements; (2) comply with the
Insurance Contractual Requirements (Form General 133 in Exhibit 1 hereto); and (3)
otherwise be in a form acceptable to the Office of the City Administrative Officer, Risk
Management. CONTRACTOR shall comply with all Insurance ContractualRequirements
shown on Exhibit 1 hereto. Exhibit 1 is hereby incorporated by reference and made a part
of this Contract.
PSC-24. Best Terms
Throughout the term of this Contract, CONTRACTOR, shall offer CITY the best terms,
prices, and discounts that are offered to any of CONTRACTOR’S customers for similar
goods and services provided under this Contract.
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PSC-25. Warranty and Responsibility of Contractor
CONTRACTOR warrants that the work performed hereunder shall be completed in a
manner consistent with professional standards practiced among those firms within
CONTRACTOR’S profession, doing the same or similar work under the same or similar
circumstances.
PSC-26. Mandatory Provisions Pertaining to Non-Discrimination in Employment
Unless otherwise exempt, this Contract is subject to the applicable non-discrimination,
equal benefits, equal employment practices, and affirmative action program provisions in
LAAC Section 10.8 et seq., as amended from time to time.
A. CONTRACTOR shall comply with the applicable non-discrimination and
affirmative action provisions of the laws of the United States of America, the
State of California, and CITY. In performing this Contract, CONTRACTOR
shall not discriminate in any of its hiring or employment practices against
any employee or applicant for employment because of such person’s race,
color, religion, national origin, ancestry, sex, sexual orientation, gender,
gender identity, age, disability, domestic partner status, marital status or
medical condition.
B. The requirements of Section 10.8.2.1 of the LAAC, the Equal Benefits
Ordinance, and the provisions of Section 10.8.2.1(f) are incorporated and
made a part of this Contract by reference.
C. The provisions of Section 10.8.3 of the LAAC are incorporated and made a
part of this Contract by reference and will be known as the “Equal
Employment Practices” provisions of this Contract.
D. The provisions of Section 10.8.4 of the LAAC are incorporated and made a
part of this Contract by reference and will be known as the “Affirmative
Action Program” provisions of this Contract.
Any subcontract entered into by CONTRACTOR for work to be performed under this
Contract must include an identical provision.
PSC-27. Child Support Assignment Orders
CONTRACTOR shall comply with the Child Support Assignment Orders Ordinance,
Section 10.10 of the LAAC, as amended from time to time. Pursuant to Section 10.10(b)
of the LAAC, CONTRACTOR shall fully comply with all applicable State and Federal
employment reporting requirements. Failure of CONTRACTOR to comply with all
applicable reporting requirements or to implement lawfully served Wage and Earnings
Assignment or Notices of Assignment, or the failure of any principal owner(s) of
CONTRACTOR to comply with any Wage and Earnings Assignment or Notices of
Assignment applicable to them personally, shall constitute a default by the
CONTRACTOR under this Contract. Failure of CONTRACTOR or principal owner to cure
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the default within 90 days of the notice of default will subject this Contract to termination
for breach. Any subcontract entered into by CONTRACTOR for work to be performed
under this Contract must include an identical provision.
PSC-28. Living Wage Ordinance
CONTRACTOR shall comply with the Living Wage Ordinance, LAAC Section 10.37 et
seq., as amended from time to time. CONTRACTOR further agrees that it shall comply
with federal law proscribing retaliation for union organizing. Any subcontract entered into
by CONTRACTOR for work to be performed under this Contract must include an identical
provision.
PSC-29. Service Contractor Worker Retention Ordinance
CONTRACTOR shall comply with the Service Contractor Worker Retention Ordinance,
LAAC Section 10.36 et seq., as amended from time to time. Any subcontract entered into
by CONTRACTOR for work to be performed under this Contract must include an identical
provision.
PSC-30. Access and Accommodations
CONTRACTOR represents and certifies that:
A. CONTRACTOR shall comply with the Americans with Disabilities Act, as
amended, 42 U.S.C. Section 12101 et seq., the Rehabilitation Act of 1973,
as amended, 29 U.S.C. Section 701 et seq., the Fair Housing Act, and its
implementing regulations and any subsequent amendments, and California
Government Code Section 11135;
B. CONTRACTOR shall not discriminate on the basis of disability or on the
basis of a person’s relationship to, or association with, a person who has a
disability;
C. CONTRACTOR shall provide reasonable accommodation upon request to
ensure equal access to CITY-funded programs, services and activities;
D. Construction will be performed in accordance with the Uniform Federal
Accessibility Standards (UFAS), 24 C.F.R. Part 40; and
E. The buildings and facilities used to provide services under this Contract are
in compliance with the federal and state standards for accessibility as set
forth in the 2010 ADA Standards, California Title 24, Chapter 11, or other
applicable federal and state law.
CONTRACTOR understands that CITY is relying upon these certifications and
representations as a condition to funding this Contract. Any subcontract entered into by
CONTRACTOR for work to be performed under this Contract must include an identical
provision.
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PSC-31. Contractor Responsibility Ordinance
CONTRACTOR shall comply with the Contractor Responsibility Ordinance, LAAC
Section 10.40 et seq., as amended from time to time.
PSC-32. Business Inclusion Program
Unless otherwise exempted prior to bid submission, CONTRACTOR shall comply with all
aspects of the Business Inclusion Program as described in the Request for
Proposal/Qualification process, throughout the duration of this Contract. CONTRACTOR
shall utilize the Business Assistance Virtual Network (“BAVN”) at https://www.labavn.org/,
to perform and document outreach to Minority, Women, and Other Business Enterprises.
CONTRACTOR shall perform subcontractor outreach activities through BAVN.
CONTRACTOR shall not change any of its designated Subcontractors or pledged specific
items of work to be performed by these Subcontractors, nor shall CONTRACTOR reduce
their level of effort, without prior written approval of CITY.
PSC-33. Slavery Disclosure Ordinance
CONTRACTOR shall comply with the Slavery Disclosure Ordinance, LAAC Section 10.41
et seq., as amended from time to time. Any subcontract entered into by CONTRACTOR
for work to be performed under this Contract must include an identical provision.
PSC-34. First Source Hiring Ordinance
CONTRACTOR shall comply with the First Source Hiring Ordinance, LAAC Section 10.44
et seq., as amended from time to time. Any subcontract entered into by CONTRACTOR
for work to be performed under this Contract must include an identical provision.
PSC-35. Local Business Preference Ordinance
CONTRACTOR shall comply with the Local Business Preference Ordinance, LAAC
Section 10.47 et seq., as amended from time to time. Any subcontract entered into by
CONTRACTOR for work to be performed under this Contract must include an identical
provision.
PSC-36. Iran Contracting Act
In accordance with California Public Contract Code Sections 2200-2208, all contractors
entering into, or renewing contracts with CITY for goods and services estimated at
$1,000,000 or more are required to complete, sign, and submit the "Iran Contracting Act
of 2010 Compliance Affidavit."
PSC-37. Restrictions on Campaign Contributions and Fundraising in City Elections
Unless otherwise exempt, if this Contract is valued at $100,000 or more and requires
approval by an elected CITY office, CONTRACTOR, CONTRACTOR’S principals, and
CONTRACTOR’S Subcontractors expected to receive at least $100,000 for performance
under the Contract, and the principals of those Subcontractors (the “Restricted Persons”)
STANDARD PROVISIONS
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shall comply with Charter Section 470(c)(12) and LAMC Section 49.7.35. Failure to
comply entitles CITY to terminate this Contract and to pursue all available legal remedies.
Charter Section 470(c)(12) and LAMC Section 49.7.35 limit the ability of the Restricted
Persons to make campaign contributions to and engage in fundraising for certain elected
CITY officials or candidates for elected CITY office for twelve months after this Contract
is signed. Additionally, a CONTRACTOR subject to Charter Section 470(c)(12) is required
to comply with disclosure requirements by submitting a completed and signed Ethics
Commission Form 55 and to amend the information in that form as specified by law. Any
CONTRACTOR subject to Charter Section 470(c)(12) shall include the following notice in
any contract with any Subcontractor expected to receive at least $100,000 for
performance under this Contract:
“Notice Regarding Restrictions on Campaign Contributions and Fundraising
in City Elections
You are a subcontractor on City of Los Angeles Contract #
. Pursuant to the City of Los Angeles Charter Section
470(c)(12) and related ordinances, you and your principals are prohibited from
making campaign contributions to and fundraising for certain elected City of
Los Angeles (“CITY”) officials and candidates for elected CITY office for twelve
months after the CITY contract is signed. You are required to provide the
names and contact information of your principals to the CONTRACTOR and
to amend that information within ten business days if it changes during the
twelve month time period. Failure to comply may result in termination of this
Contract and any other available legal remedies. Information about the
restrictions may be found online at ethics.lacity.org or by calling the Los
Angeles City Ethics Commission at (213) 978-1960.”
PSC-38. Con tracto rs’ Use of Crim ina l Histo ry f o r Co n side ratio n of
Employment Applications
CONTRACTOR shall comply with the City Contractors’ Use of Criminal History for
Consideration of Employment Applications Ordinance, LAAC Section 10.48 et seq., as
amended from time to time. Any subcontract entered into by CONTRACTOR for work to
be performed under this Contract must include an identical provision.
PSC-39. Limitation of City’s Obligation to Make Payment to Contractor
Notwithstanding any other provision of this Contract, including any exhibits or attachments
incorporated therein, and in order for CITY to comply with its governing legal requirements,
CITY shall have no obligation to make any payments to CONTRACTOR unless CITY
shall have first made an appropriation of funds equal to or in excess of its obligation to
make any payments as provided in this Contract. CONTRACTOR agrees that any
services provided by CONTRACTOR, purchases made by CONTRACTOR or expenses
incurred by CONTRACTOR in excess of the appropriation(s) shall be free and without
charge to CITY and CITY shall have no obligation to pay for the services, purchases or
expenses. CONTRACTOR shall have no obligation to provide any services,
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provide any equipment or incur any expenses in excess of the appropriated amount(s)
until CITY appropriates additional funds for this Contract.
PSC-40. Compliance with Identity Theft Laws and Payment Card Data Security
Standards
CONTRACTOR shall comply with all identity theft laws including without limitation, laws
related to: (1) payment devices; (2) credit and debit card fraud; and (3) the Fair and
Accurate Credit Transactions Act (“FACTA”), including its requirement relating to the
content of transaction receipts provided to Customers. CONTRACTOR also shall comply
with all requirements related to maintaining compliance with Payment Card Industry Data
Security Standards (“PCI DSS”). During the performance of any service to install, program
or update payment devices equipped to conduct credit or debit card transactions, including
PCI DSS services, CONTRACTOR shall verify proper truncation of receipts in compliance
with FACTA.
PSC-41. Compliance with California Public Resources Code Section 5164
California Public Resources Code Section 5164 prohibits a public agency from hiring a
person for employment or as a volunteer to perform services at any park, playground, or
community center used for recreational purposes in a position that has supervisory or
disciplinary authority over any minor, if the person has been convicted of certain crimes
as referenced in the Penal Code, and articulated in California Public Resources Code
Section 5164(a)(2).
If applicable, CONTRACTOR shall comply with California Public Resources Code Section
5164, and shall additionally adhere to all rules and regulations that have been adopted or
that may be adopted by CITY. CONTRACTOR is required to have all employees,
volunteers and Subcontractors (including all employees and volunteers of any
Subcontractor) of CONTRACTOR working on premises to pass a fingerprint and
background check through the California Department of Justice at CONTRACTOR’S sole
expense, indicating that such individuals have never been convicted of certain crimes as
referenced in the Penal Code and articulated in California Public Resources Code Section
5164(a)(2), if the individual will have supervisory or disciplinary authority over any minor.
PSC-42. Possessory Interests Tax
Rights granted to CONTRACTOR by CITY may create a possessory interest.
CONTRACTOR agrees that any possessory interest created may be subject to California
Revenue and Taxation Code Section 107.6 and a property tax may be levied on that
possessory interest. If applicable, CONTRACTOR shall pay the property tax.
CONTRACTOR acknowledges that the notice required under California Revenue and
Taxation Code Section 107.6 has been provided.
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PSC-43. Confidentiality
All documents, information and materials provided to CONTRACTOR by CITY or
developed by CONTRACTOR pursuant to this Contract (collectively “Confidential
Information”) are confidential. CONTRACTOR shall not provide or disclose any
Confidential Information or their contents or any information therein, either orally or in
writing, to any person or entity, except as authorized by CITY or as required by law.
CONTRACTOR shall immediately notify CITY of any attempt by a third party to obtain
access to any Confidential Information. This provision will survive expiration or termination
of this Contract.
PSC-44. COVID-19
Employees of Contractor and/or persons working on its behalf, including, but not limited
to, subcontractors (collectively, “Contractor Personnel”), while performing services under
this Agreement and prior to interacting in person with City employees, contractors,
volunteers, or members of the public (collectively, “In-Person Services”) must be fully
vaccinated against the novel coronavirus 2019 (“COVID-19”). “Fully vaccinated” means
that 14 or more days have passed since Contractor Personnel have received the final dose
of a two-dose COVID-19 vaccine series (Moderna or Pfizer-BioNTech) or a single dose of
a one-dose COVID-19 vaccine (Johnson & Johnson/Janssen) and all booster doses
recommended by the Centers for Disease Control and Prevention. Prior to assigning
Contractor Personnel to perform In-Person Services, Contractor shall obtain proof that
such Contractor Personnel have been fully vaccinated. Contractor shall retain such proof
for the document retention period set forth in this Agreement. Contractor shall grant
medical or religious exemptions (“Exemptions”) to Contractor Personnel as required by
law. If Contractor wishes to assign Contractor Personnel with Exemptions to perform In-
Person Services, Contractor shall require such Contractor Personnel to undergo weekly
COVID-19 testing, with the full cost of testing to be borne by Contractor. If Contractor
Personnel test positive, they shall not be assigned to perform In-Person Services or, to the
extent they have already been performing In-Person Services, shall be immediately
removed from those assignments. Furthermore, Contractor shall immediately notify City if
Contractor Personnel performing In-Person Services (1) have tested positive for or have
been diagnosed with COVID-19, (2) have been informed by a medical professional that
they are likely to have COVID-19, or (3) meet the criteria for isolation under applicable
government orders
.
PSC-45. Contractor Data Reporting
If Contractor is a for-profit, privately owned business, Contractor shall, within 30 days of the
effective date of the Contract and on an annual basis thereafter (i.e., within 30 days of the annual
anniversary of the effective date of the Contract), report the following information to City via the
Regional Alliance Marketplace for Procurement (“RAMP”) or via another method specified by
City: Contractor’s and any Subcontractor’s annual revenue, number of employees, location,
industry, race/ethnicity and gender of majority owner (“Contractor/Subcontractor
Information”). Contractor shall further request, on an annual basis, that any Subcontractor input
or update its business profile, including the Contractor/Subcontractor Information, on RAMP or
via another method prescribed by City.
Form Gen. 133 (Rev.10/17)
EXHIBIT 1
INSURANCE CONTRACTUAL REQUIREMENTS
CONTACT For additional information about compliance with City Insurance and Bond
requirements, contact the Office of the City Administrative Officer, Risk Management at (213) 978-
RISK (7475) or go online at www.lacity.org/cao/risk. The City approved Bond Assistance Program
is available for those contractors who are unable to obtain the City-required performance bonds. A
City approved insurance program may be available as a low cost alternative for contractors who are
unable to obtain City-required insurance.
CONTRACTUAL REQUIREMENTS
CONTRACTOR AGREES THAT:
1.
Additional Insured/Loss Payee. The CITY must be included as an Additional Insured in
applicable liability policies to cover the CITY’S liability arising out of the acts or omissions of the
named insured. The CITY is to be named as an Additional Named Insured and a Loss Payee As
Its Interests May Appear in property insurance in which the CITY has an interest, e.g., as a lien
holder.
2.
Notice of Cancellation. All required insurance will be maintained in full force for the duration of
its business with the CITY. By ordinance, all required insurance must provide at least thirty
(30) days' prior written notice (ten (10) days for non-payment of premium) directly to the CITY if
your insurance company elects to cancel or materially reduce coverage or limits prior to the policy
expiration date, for any reason except impairment of an aggregate limit due to prior claims.
3.
Primary Coverage. CONTRACTOR will provide coverage that is primary with respect to any
insurance or self-insurance of the CITY. The CITY’S program shall be excess of this insurance and
non-contributing.
4.
Modification of Coverage. The CITY reserves the right at any time during the term of this
Contract to change the amounts and types of insurance required hereunder by giving
CONTRACTOR ninety (90) days’ advance written notice of such change. If such change should
result in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additional
compensation proportional to the increased benefit to the CITY.
5.
Failure to Procure Insurance. All required insurance must be submitted and approved by the
Office of the City Administrative Officer, Risk Management prior to the inception of any operations
by CONTRACTOR.
CONTRACTOR'S failure to procure or maintain required insurance or a self-insurance program
during the entire term of this Contract shall constitute a material breach of this Contract under which
the CITY may immediately suspend or terminate this Contract or, at its discretion, procure or renew
such insurance to protect the CITY'S interests and pay any and all premiums in connection therewith
and recover all monies so paid fromCONTRACTOR.
6.
Workers’ Compensation. By signing this Contract, CONTRACTOR hereby certifies that it is
aware of the provisions of Section 3700 et seq., of the California Labor Code which require every
employer to be insured against liability for Workers' Compensation or to undertake
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1] 16
Form Gen. 133 (Rev. 10/17)
self-insurance in accordance with the provisions of that Code, and that it will comply with such
provisions at all time during the performance of the work pursuant to this Contract.
7.
California Licensee. All insurance must be provided by an insurer admitted to do business in
California or written through a California-licensed surplus lines broker or through an insurer otherwise
acceptable to the CITY. Non-admitted coverage must contain a Service of Suit clause in which the
underwriters agree to submit as necessary to the jurisdiction of a California court in the event of a
coverage dispute. Service of process for this purpose must be allowed upon an agent in California
designated by the insurer or upon the California Insurance Commissioner.
8.
Aggregate Limits/Impairment. If any of the required insurance coverages contain annual
aggregate limits, CONTRACTOR must give the CITY written notice of any pending claim or lawsuit
which will materially diminish the aggregate within thirty (30) days of knowledge of same. You must
take appropriate steps to restore the impaired aggregates or provide replacement insurance protection
within thirty (30) days of knowledge of same. The CITY has the option to specify the minimum
acceptable aggregate limit for each line of coverage required. No substantial reductions in scope of
coverage which may affect the CITY’S protection are allowed without the CITY’S prior written consent.
9.
Commencement of Work. For purposes of insurance coverage only, this Contract will be deemed
to have been executed immediately upon any party hereto taking any steps that can be considered to
be in furtherance of or towards performance of this Contract. The requirements in this Section
supersede all other sections and provisions of this Contract, including, but not limited to, PSC-3, to the
extent that any other section or provision conflicts with or impairs the provisions of this Section.
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 9/22) [v.1] 17
Marc R. Cohen, M.D., A Professional Corporation
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
EXHIBIT B
SCOPE OF SERVICES
Page1of2
Scope of Services
for
Medical Director Oversight of Emergency Medical Services
1. Reports to the Emergency Medical Services (EMS) Bureau Commander to
provide medical oversight and advice regarding EMS operations, planning,
training, quality improvement, and policy development.
2. Assists in identifying EMS training topics; provides medical oversight and
assists in EMS education curriculum
development; provides direct EMS
classroom and skills instruction and indirect education and briefings.
3. Conducts research, evaluates case studies, interprets data, and formulates
reports relative
to the provision, delivery, evaluation, and management of the
EMS Program.
4. Oversees the purchasing, storing, and distribution of controlled drugs for the
Department in accordance with County of Los Angeles' Department of
Health Services Reference No. 702, Controlled Drugs Carried on
Advanced Life Support (ALS) Units, applicable state and federal laws.
5. Provides medical oversight and expertise to quality improvement (QI) programs –
including traditional EMS field operations, Emergency Medical Dispatch (EMD),
and Mobile Integrated Health – by reviewing and analyzing effectiveness,
system trends, and needs to ensure EMS system excellence.
6. Assists in the formulation of EMS related policies and procedures.
7. Participates in call reviews with EMS educators, Firefighter/Paramedics,
Firefighter/EMTs, Advanced Providers, and Supervisory Staff.
8.
In collaboration with EMS Bureau staff, evaluates the adherence of LAFD
Paramedics and EMTs to medical policies, procedures, and protocols of the Los
Angeles County EMS Agency.
9.
Reviews incidents with unusual or adverse patient outcomes and complaints
related to the delivery of medical care and reports findings to Department staff.
10.
Evaluate compliance with the legal documentation requirements of patient care.
11. Serves as an LAFD representative and liaison with medical directors and
administrators of the Los Angeles County EMS Agency, base hospitals,
regional trauma centers, paramedic receiving hospitals, acute care facilities,
paramedic training institutions, and professional medical groups.
12. Attends EMS Agency administrative and oversight committee meetings such as
Medical
Advisory Committee, Provider Agency Advisory Committee, Base
Hospital Committee.
13. Reviews results and provides input following the annual LAFD survey
conducted by the
Los Angeles County EMS Agency.
14. Participates in direct observation of field responses and provides medical
direction during a field response per Los Angeles County EMS Agency
Reference 411 as needed.
15. Assists LAFD staff with decisions involving risk assessment, post-exposure
prophylaxis, and treatment of occupational infectious disease exposures;
Page2of2
assists Risk Management/Safety Officer/Respiratory Program Manager with
medical and health components of OSHA Respiratory Protection Standard;
provides input to Safety and Occupational Health Project Team concerning
firefighter safety and health issues.
16. Provides medical expertise and information to the Hazardous Materials
Response
Team and Hazardous Materials Support Services on environmental
and clinical toxicology issues in administration, planning, training, and operations.
17. Reviews and recommends to the Los Angeles County EMS Agency Medical
Director any new medical
monitoring devices or procedures under consideration
and ensures compliance with State
and local regulations.
18. Perform medical duties as needed on-scene of incidents within the Medical
Unit, Medical Group, or Medical Branch.
19. Serves as the Medical Director for the EMD program
and reviews and
approves the dispatch system's medical components, including medical
dispatch strategies and pre-arrival instructions.
20. May provide medical expertise to the Department Public Information Officer
(PIO).
21. Provides medical standing orders to the EMS Bureau staff for the
administration of vaccines and other orders as needed.
22. Supports the LAFD and City in developing and executing projects directed at
improving care for low acuity 911 users, high utilizers of 911 services, at-risk
seniors, patients struggling with mental illness or substance addiction, homeless
patients, or other selected patient populations as needed.
23. Analyzes LAFD EMS patient care data to assist the Department with EMS
planning and prehospital care performance improvement.
24. Meets with hospital-based providers and administrators to promote LAFD
projects and community integration.
25. Interfaces with EMS medical directors of similar programs around the
county and country to compile and implement best practices.
26. Provides medical oversight to Advanced Providers, including Physician
Assistants and Nurse Practitioners assigned to the Mobile Integrated
Health Unit.
Marc R. Cohen, M.D., A Professional Corporation
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
EXHIBIT C
CONFIDENTIALITY AGREEMENT
Contractor/Employee Acknowledgment & Confidentiality Agreement
City of Los Angeles Fire Department
CONTRACTOR/EMPLOYEE ACKNOWLEDGMENT
AND CONFIDENTIALITY AGREEMENT
I understand that my employer, ______________________________________, (hereinafter referred to
as “Contractor”) has entered into a contract with the City of Los Angeles (hereinafter referred to as “City”)
to provide various services to the City (hereinafter referred to as the “Agreement”).
Employee Acknowledgment
I understand that the “Contractor” is my sole employer for purposes of the Agreement between the
“Contractor” and the “City”.
I understand and agree that I am not an employee of the “City” for any purpose and that I do not have
and will not acquire any rights or benefits of any kind from the “City” during the period of this
employment.
I understand and agree that I do not have and will not acquire any rights or benefits pursuant to any
agreement between the “Contractor” and the “City”.
Confidentiality Agreement
As an employee of the “Contractor,” I may be involved with work pertaining to emergency medical
services provided by the “City”, and if so, I may have access to confidential information pertaining to
persons or entities represented by the City Attorney’s Office or by a designated private law firm thereby
creating a confidential attorney/client relationship between the City Attorney’s Office or the private law
firm and its client. All personnel who perform services pursuant to the Agreement between “Contractor”
and the “City” are bound by that confidential relationship, which is set forth in the California Evidence
Code, Article 3, and the California Code of Professional Responsibility. In addition, the “City” has a legal
obligation to protect all confidential information in its possession, especially medical information and
other information that is protected by the attorney/client privilege.
I hereby agree that I will not divulge to any unauthorized person, information obtained while performing
work pursuant to the Agreement between “Contractor” and the “City”.
I agree to forward all requests for the release of information received by me to my immediate supervisor.
Further, I understand that I am obligated to maintain the confidentiality of medical information provided
for data-entry purposes pursuant to the Agreement between “Contractor” and the City of Los Angeles. I
understand that I am obligated to maintain the confidentiality of this information at all times, both at work
and off duty, in accordance with all State and Federal statutes on confidentiality of medical information.
I acknowledge that violation of this Acknowledgment and Confidentiality Agreement may subject me to
civil and/or criminal action and that the City of Los Angeles will seek all possible legal redress.
Signature ____________________________________ Date ________________________________
Printed Name ________________________________ Position/Title _________________________
Marc R. Cohen, M.D., A Professional Corporation
Medical Director Oversight of Emergency Medical Services
Los Angeles Fire Department
EXHIBIT D
BUSINESS ASSOCIATE AGREEMENT
BUSINESS ASSOCIATE AGREEMENT
BETWEEN
THE CITY OF LOS ANGELES
AND
MARC R. COHEN, M.D., A PROFESSIONAL CORPORATION
TO COMPLY WITH THE PRIVACY AND SECURITY RULES REQUIRED UNDER THE
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) OF 1996
This Business Associate Agreement (the “Agreement”), is made as of the ____ day of
_________, 2022, (the “Effective Date”), by and between the City of Los Angeles, (a
designated “Hybrid Entity” by and through its Fire Department (“LAFD,” a designated
“Health Care Component” of “Hybrid Entity” City of Los Angeles) (jointly “Covered Entity”)
and Marc R. Cohen, M.D., a Professional Corporation, (the “Business Associate”)
(collectively the “Parties”) to comply with the privacy and security standards required under
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), adopted by the
U.S. Department of Health and Human Services and as amended January 25, 2013, [45
C.F.R. Parts 160, 162 and 164; Volume 78 Fed. Reg. No. 17, Pages 5566 through 5702,
January 23, 2013] and, in order to satisfy the electronic storage requirements of the Health
Information Technology for Economic and Clinical Health Act as incorporated in the
American Recovery and Reinvestment Act of 2009 (hereinafter referred to as “HITECH”),
and any applicable state confidentiality laws.
RECITALS
WHEREAS, Business Associate (“BA”) will provide emergency medical services
oversight as a Medical Director to the Covered Entity (“CE”), which includes medical
oversight of the CE’s Emergency Medical Services and the Advanced Provider
Response program;
WHEREAS, the CE and BA will be entering into a Contract under which the CE will
need to disclose to BA certain “Protected Health Information” (“PHI”) that is subject to
protection under HIPAA and HITECH;
WHEREAS, HIPAA requires that CE receive adequate assurances that BA will comply
with certain obligations with respect to the PHI received in the course of providing
services to or on behalf of CE;
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 in this Agreement, but not otherwise defined, shall have the
meaning ascribed by the HIPAA Final Regulations and the HITECH Act, as amended
28th
September
BUSINESS ASSOCIATE AGREEMENT
Page 2 of 13
as of January 23, 2013.
1. Breach means the acquisition, access, use, or disclosure of protected
health information in a manner not permitted under subpart E of 45 C.F.R.
Part 164.
2. Business Associate (“BA”) shall have the meaning ascribed in 45 C.F.R.
§ 160.103 and refers to Marc R. Cohen, M.D., a Professional
Corporation, for purposes of this Agreement.
3. Contract means Los Angeles City Contract Number ___________ and
all amendments by and between the City of Los Angeles (“City”) and Marc
R. Cohen, M.D., a Professional Corporation, which includes, but is not
limited to, the performance of activities related to certified athletic trainer
services.
4. Covered Entity (“CE”) means the City of Los Angeles, (a designated
“Hybrid Covered Entity” by and through its Fire Department, a designated
“Health Care Component” of “Hybrid Entity” City of Los Angeles).
5. Designated Record Set means a group of records, including, but not
limited to, digital, photographic and/or video materials, maintained by or
for a Covered Entity that are: (i) medical records about individuals
maintained by or for a covered health care provider; (ii) the enrollment,
payment, claims adjudication, and case or medical management record
system maintained by or for a health plan; and/or (iii) used, in whole or in
part, by or for the Covered Entity 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 a
Covered Entity.
6. Health Care Component (“HCC”) means those portions of the Hybrid
Entity that perform HIPAA-related activities. The Los Angeles Fire
Department (LAFD) became a HCC by the Los Angeles City Council
action which adopted the recommendation of the Personnel Committee
meeting on July 30, 2010 [Council File No. 10-1181] or as modified
[Council File No. R3-0240; August 16, 2013].
7. HITECH Act (“HITECH”) means the Health Information Technology for
Economic and Clinical Health Act, which is Title XIII of the American
Recovery and Reinvestment Act, and any amendments, regulations, rules
and guidance issued thereto and the relevant dates for compliance.
8. HIPAA Final Regulations means 45 C.F.R. Parts 160, 162 and 164 as
amended on January 23, 2013 and effective on March 23, 2013 but only to
BUSINESS ASSOCIATE AGREEMENT
Page 3 of 13
the extent it allies to a Covered Entity, Hybrid Entity and/or Business
Associate.
9. Hybrid Entity (“HE”) means, for purposes of this Agreement, the City
of Los Angeles, a single legal municipal entity that is (i) a Covered
Entity; (ii) whose business activities include both covered and non-
covered HIPAA functions; and (iii) that has designated its LAFD, along
with other portions of the City of Los Angeles, as a HHCs pursuant to 45
C.F.R. § 160.103.
10. Individual means the person who is the subject of the Protected Health
Information as defined in 45 C.F.R. § 160.103 and shall include a person
who qualifies as a personal representative in accordance with 45 C.F.R.
§ 502(g).
11. Protected Health Information (“PHI”) means the Individually Identifiable
Health Information (“IIHI”) described in 45 C.F.R. § 160.103 that is
transmitted electronically, maintained electronically, or transmitted or
maintained in any other form or medium.
12. Required by Law means mandate contained in law that compels a use or
disclosure of PHI under 45 C.F.R. § 164.512(a) (1) and (2).
13. Secretary means the Secretary of the Department of Health and Human
Services or their designee under 45 C.F.R. § 160.103.
14. Security Incident any use or disclosure of information not provided for
by this “Agreement” of which the BA becomes aware, including
breaches of unsecured protected health information as defined by 45
C.F.R. § 164.402.
15. Subcontractor means a person or entity that, creates, receives,
maintains or transmits protected health information on behalf of the
business associate. (45 C.F.R. § 160.103(3)(iii))
B. DISCLOSURE OF PHI TO BUSINESS ASSOCIATE
In connection with the services provided by BA to or on behalf of CE, described
in this Agreement, CE may disclose PHI to BA for the purpose of enabling the BA to
engage as a Medical Director providing emergency medical services oversight. These
activities include, but are not limited to, providing medical oversight for CE’s paramedic
and Emergency Medical Services, as well as the Advanced Provider Response program.
At no time shall BA use or disclose PHI or other related documents to any 3
rd
party.
BA shall comply with its obligations under this Agreement and with all obligations
of a BA under HIPAA, HITECH, and other related laws and any implementing
BUSINESS ASSOCIATE AGREEMENT
Page 4 of 13
regulations, as they exist at the time this Agreement is executed and as they are
amended, for so long as this Agreement is in place. Specifically, the BA will comply with
all the obligations and assume the liability for failure to do so as provided for in the Final
Rules reflected in the Federal Register, Vol. 78, No. 17, commencing at Page 5677,
dated, January 25, 2013 which implements among other things Section 13401 of
HITECH.
C. OBLIGATIONS OF COVERED ENTITY
1. CE shall notify BA of any limitation(s) in its Notice of Privacy Practices of
Covered Entity in accordance with 45 C.F.R. § 164.520, to the extent that
such limitation may affect BA’s use or disclosure of PHI.
2. CE shall notify BA of any changes in, or revocation of, permission by
Individual to use or disclose PHI, to the extent that such changes may
affect BA’s use or disclosure of PHI.
3. CE shall notify BA of any restriction to the use or disclosure of PHI that
CE has agreed to in accordance with 45 C.F.R. § 164.522, to the extent
that such restriction may affect BA’s use or disclosure of PHI.
4. CE shall not request BA to use or disclose PHI in any manner that would
not be permissible under HIPAA if done by CE. [45 C.F.R. §
164.504(e)(2)(i)]
5. CE will make a determination as to whether a use or disclosure of PHI by
BA is a Breach within the meaning of 45 C.F.R. § 164.402 necessitating
notification under 45 C.F.R. §§ 164.404, 164.406 and 164.408.
D. OBLIGATIONS OF BUSINESS ASSOCIATE
BA agrees to comply with applicable federal and state privacy and security laws,
specifically the provisions of the HIPAA Administrative Simplification to the extent
applicable to business associates.
1. Use and Disclosure of PHI. Except as otherwise permitted by this
Agreement or applicable law, BA shall not use or disclose PHI other
than as permitted or required by the Agreement or as Required By Law,
except as necessary to conduct the practices of the LAFD as described in
this Agreement and the Contract to or on behalf of the CE. These activities
may include the transmitting or receiving of PHI, as may be required from
time to time, to other business associates or covered entities on behalf
of CE. BA shall not use or disclose PHI that would violate the HIPAA Rules
if used or disclosed by CE. Provided, however, BA may use and disclose
PHI as necessary for the proper management and administration of BA,
or to carry out its legal responsibilities. BA shall in such cases:
BUSINESS ASSOCIATE AGREEMENT
Page 5 of 13
(a) Provide information to members of its workforce using or
disclosing PHI regarding the confidentiality requirements of the HIPAA
Final Rules and this Agreement;
(b) Obtain reasonable assurances from the person or entity to whom
the PHI is disclosed that: (i) 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 (ii) the person or entity will
notify BA of any instances of which it is aware in which confidentiality
of the PHI has been breached;
(c) Notification to Covered Entity. Agree to notify the designated
Privacy Officer of CE 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
within 72 hours of discovery of the improper use or disclosure. The
determination as to whether a use or disclosure for a purpose not provided
for by this Agreement is a Breach within the meaning of 45 C.F.R. §
164.402 shall be determined by the CE using the criteria determined in
45 C.F.R. § 164.402 (2)(i)-(iv) after BA notifies CE of the use or
disclosure of the PHI;
(d) Breach Notification. BA agrees to follow 45 C.F.R. § 164.410
after first notifying CE of the use or disclosure not provided by this
Agreement and CE makes a determination that a breach has occurred
pursuant to paragraph C(5) of this Agreement; and
(e) For purposes of the Breach Notification provision in 45 § C.F.R.
164.410, BA in this Agreement is not the agent of CE.
2. Data Aggregation. In the event that BA works for more than one covered
entity, BA is not 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 Administrative Simplification.
3. De-identified Information. BA may use and disclose de-identified health
information if (i) the use is disclosed to CE in writing and permitted in
writing by CE in its sole discretion and (ii) the de-identification is in
compliance with 45 C.F.R. § 164.502(d), and the de-identified health
information meets the standard and implementation specifications for de-
identification under 45 C.F.R. § 164.514(a) and (b).
4. Safeguards. BA shall maintain appropriate safeguards to ensure that PHI
is not used or disclosed other than as provided by this Agreement or as
BUSINESS ASSOCIATE AGREEMENT
Page 6 of 13
required by law. BA shall implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of any electronic PHI it creates, receives,
maintains, or transmits on behalf of CE.
5. Minimum Necessary. BA shall attempt to ensure that all uses and
disclosures of PHI which pertain to the billing or operations of the CE 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.
6. Disclosure to Agents and Subcontractors. If BA discloses PHI received
from CE, to agents, including a subcontractor, BA shall require the agent
or subcontractor to agree to the same restrictions and conditions as apply
to BA under this Agreement. BA shall ensure that any agent, including
a subcontractor, agrees to implement reasonable and appropriate
safeguards to protect the confidentiality, integrity, and availability of the
PHI that it creates, receives, maintains, or transmits on behalf of the CE.
BA shall be liable to CE for any acts, failures or omissions of the agent or
subcontractor in providing the services as if they were BA’s own acts,
failures or omissions, to the extent permitted by law. BA 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 BA maintains a
Designated Record Set on behalf of CE, BA agrees as follows:
(a) Individual Right to Copy or Inspection. BA agrees that if it maintains
a Designated Record Set for CE that is not maintained by CE, it will, in
the event any Individual delivers directly to BA a request for access to
PHI, in order for CE to respond to such Individual, forward such request
to CE in order to meet the requirements of 45 CFR § 164.524(a)(1).
Under the HIPAA Final Rules, CE is required to take action on such
requests as soon as possible, but not later than 30 days following receipt
of the request. [45 C.F.R. § 164.524(b)(2).] BA agrees to make
reasonable efforts to assist CE 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 CE
maintains the requested records, CE, rather than BA shall permit access
according to its policies and procedures implementing the HIPAA
Administrative Simplification.
(b) Individual Right to Amendment. BA agrees, if it maintains PHI in a
Designated Record Set, to make the Designated Record Set available to
BUSINESS ASSOCIATE AGREEMENT
Page 7 of 13
CE for amendments to PHI pursuant to 45 C.F.R. § 164.526.
(c) Accounting of Disclosures. BA agrees to maintain
documentation of the information required to provide an accounting of
disclosures of PHI in accordance with 45 C.F.R. § 164.528, and to make this
information available to CE upon CE’s request, in order to allow CE to
respond to an Individual’s request for accounting of disclosures. Under
the HIPAA Final Rules, CE is required to take action on such requests as
soon as possible but not later than 60 days following receipt of the
request. BA agrees to use its best efforts to assist CE in meeting this
deadline. Such accounting must be provided without cost to the individual
or CE 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 BA informs the CE 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
HIPAA Administrative Simplification and shall be provided for as long as
BA maintains the PHI.
8. Internal Practices, Policies and Procedures. Except as otherwise specified
herein, BA shall make available its internal practices, policies and
procedures relating to the use and disclosure of PHI, received from or on
behalf of CE to the Secretary or his or her agents for the purpose of
determining CE’s compliance with the HIPAA Rules, or any other health
oversight agency, or to CE. Records requested that are not protected
by an applicable legal privilege will be made available in the time and
manner specified by CE or the Secretary.
9. Notice of Privacy Practices. BA shall abide by the limitations of CE’s
Notice of which it has knowledge. Any use or disclosure permitted by
this Agreement may be amended by changes to CE’s Notice; provided,
however, that the amended Notice shall not affect permitted uses and
disclosures on which BA 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, BA 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, of if an exception under the
HIPAA Administrative Simplification expressly applies.
BUSINESS ASSOCIATE AGREEMENT
Page 8 of 13
11. Knowledge of HIPAA Rules. BA agrees to review and understand the
HIPAA Rules as it applies to BA, and to comply with the applicable
requirements of the HIPAA Rule, as well as any applicable amendments.
12. Security Incident. BA agrees to immediately report to the CE any security
incident of which BA becomes aware within 72 hours of discovery of the
security incident.
E. TERM AND TERMINATION
1. Term. The Term of this Agreement shall be effective as of the Effective
Date of the Contract, and shall terminate when all of the PHI provided by
CE to BA, or created or received by BA on behalf of CE, is destroyed
or returned to CE, or, if it is infeasible to return or destroy PHI, protections
are extended to such information, in accordance with the termination
provisions in this Section.
2. Termination for Cause. Upon CE’s knowledge of a material breach by BA,
CE shall either:
(a) Provide an opportunity for BA to cure the breach or end the violation
and terminate this Agreement and the Contract if BA does not cure the
breach or end the violation within the time specified by CE;
(b) Immediately terminate this Agreement and the Contract if BA has
breached a material term of this Agreement and cure is not possible; or
(c) If neither termination nor cure is feasible, CE shall report the
violation to the Secretary.
3. Effect of Termination.
(a) Except as provided in paragraph (b) of this section, upon termination
of this Agreement, for any reason, BA shall return or destroy all PHI
received from CE, or created or received by BA on behalf of CE. This
provision shall apply to PHI that is in the possession of subcontractors or
agents of BA. BA shall retain no copies of the PHI and shall confirm, in
writing, to the CE that all PHI has been returned to the CE or destroyed
and, state the method of destruction.
(b) In the event that BA determines that returning or destroying the PHI
is infeasible, BA shall provide to CE written notification of the conditions
that make return or destruction infeasible. Upon discovering that return or
destruction of PHI is infeasible, BA shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such PHI
to those purposes that make the return or destruction infeasible, for so
BUSINESS ASSOCIATE AGREEMENT
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long as BA maintains such PHI.
F. MISCELLANEOUS
1. Indemnification.
(a) To the extent permitted by law, BA agrees to indemnify and hold
harmless CE 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
CE arising out of, resulting from, or attributable to any acts or omissions
or other conduct of BA or its agents in connection with the performance of
BA’s or its agents’ and/or subcontractor’s duties under this Agreement
including and not limited to the cost of breach notification under Paragraph
D.1.(d) of this Agreement. This indemnity shall not be construed to limit
CE’s rights, if any, to common law indemnity.
(b) CE shall have the option, at its sole discretion, to employ
attorneys selected by it to defend any such action described in F(1)(a)
above, the costs and expenses of which shall be the responsibility of
BA. CE shall provide BA with timely notice of the existence of such
proceedings and such information, documents and other cooperation as
reasonably necessary to assist BA in establishing a defense to such action.
(c) These indemnities shall survive termination of this Agreement, and
CE 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 BA violates this Agreement or the HIPAA Rules, BA agrees
to mitigate any damage caused by such breach, and bear any such related
costs.
3. Rights of Proprietary Information. CE retains any and all rights to the
proprietary information, confidential information, and PHI it releases to
BA.
4. Survival. The respective rights and obligations of BA under Section
(Effect of Termination) of this Agreement shall survive the termination of
this Agreement.
5. Notices. Any notices pertaining to this Agreement, including breach
“Notification to the Covered Entity” made pursuant to
Paragraph D1(c) of this Agreement, shall be given in writing and shall
be deemed duly given when personally delivered to a Party or a Party’s
authorized representatives as listed below or sent by means of a reputable
BUSINESS ASSOCIATE AGREEMENT
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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:
If to Covered Entity (for Breach Notification):
Kathleen Devereux (HIPAA Privacy Officer)
Los Angeles Fire Department
Professional Standards Division
201 N. Figueroa Street, 12
th
Floor
Los Angeles, CA 90012
Tel: (213) 202-3147
Fax: (213) 202-3198
If to Covered Entity LAFD (For all other Matters)
Kristin M. Crowley, Fire Chief
Los Angeles Fire Department
200 N. Main St., Room 1800
Los Angeles, California 90012
Tel: (213) 978-3838
Fax: (213) 978-3814
And:
S. Jenny Park, Fire Administrator
Los Angeles Fire Department
200 N. Main St., Room 1630
Los Angeles, California 90012
Tel: (213) 978-3731
Fax: (213) 978-3414
If to Business Associate:
Marc R. Cohen, M.D., a Professional Corporation
P.O. Box 176
Hermosa Beach, CA 90254
Tel: (310) 908-6460
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 CE to
comply with the requirements of the HIPAA Rules.
BUSINESS ASSOCIATE AGREEMENT
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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, CE retains the right to assign or delegate any of its
rights or obligations hereunder to any City department or office in a manner
consistent with the HIPAA Rules. 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 BA in
violation of this Agreement will cause CE irreparable harm, the amount
of which may be difficult to ascertain. BA therefore agrees that CE shall
have the right to apply to a court of competent jurisdiction for specific
performance and/or an order restraining and enjoining BA from any such
further disclosure or breach, and for such other relief as CE shall deem
appropriate. Such rights are in addition to any other remedies available
to CE at law or in equity. BA expressly waives the defense that a remedy
in damages will be adequate, and further waives any requirement in an
action for specific performance or injunction for the posting of a bond by
CE.
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.
BUSINESS ASSOCIATE AGREEMENT
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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
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. Interpretation. Any ambiguity in this Agreement shall be resolved in favor
of a meaning that permits CE 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.
16. 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.
17. Counterparts and Electronic Signatures. This Agreement may be executed
in one or more counterparts, and by the parties in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement. The
parties further agree that facsimile signatures or signatures scanned into
.pdf (or signatures in another electronic format designated by City) and
sent by e-mail shall be deemed original signatures.
[Signature Page to Follow]
9/28/2022
C-141472
