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HomeMy Public PortalAboutC-23-013 - VENICE FAMILY CLINIC 2023 JAN 10SUBRECIPIENT AGREEMENT This SUBRECIPIENT AGREEMENT (the "Agreement"), is made and entered into on this 1St day of July, 2022, by and between the CITY OF CARSON, a California municipal corporation (the "City"), and VENICE FAMILY CLINIC, a California non-profit corporation ("Subrecipient")(individually referred to herein as "Party" and collectively, the "Parties"). RECITALS WHEREAS, the City has entered into various funding agreements with the United States Department of Housing and Urban Development ("HUD"), which funding agreements provide Community Development Block Grant funds ("CDBG Funds") to the City pursuant to the Federal Housing and Community Development Act of 1974, codified at 42 U.S.C. Section 5301 et seq., as amended from time to time (the "Act"), and the regulations promulgated thereunder, codified at 24 Code of Federal Regulations Section 570 et seq. (the "Regulations"); and WHEREAS, the Act provides that the City may grant CDBG Funds to nonprofit organizations for certain purposes allowed under the Act; and WHEREAS, the Subrecipient is a nonprofit organization which operates a program which is eligible for a grant of CDBG Funds; and WHEREAS, the City desires to assist in the operation of the Subrecipient's program by granting CDBG Funds to the Subrecipient in order to pay for all or a portion of the costs incurred in operating the program, subject to the terms and conditions more particularly set forth in this Agreement; and WHEREAS, this Agreement is not intended to create, nor shall it be construed as creating, any rights in any third parties not a Party to the same, but rather this Agreement is intended to assist Subrecipient in providing cost effective services to the community it serves, as described in this Agreement; and NOW, THEREFORE, the Parties hereto agree as follows: 1.0 SERVICES OF SUBRECIPIENT. 1.1 Scope of Services. Subrecipient agrees to provide to City all of the services specified and detailed in both its application for CDBG Funds (the "Application") and in the "Scope of Services" attached hereto and incorporated herein as Exhibit "A" to this Agreement. Subrecipient represents and warrants to City that it is able to and will use the CDBG Funds granted by the City for the purpose of providing the services set forth in its Application and Exhibit "A", and only for that purpose. Subrecipient further represents and warrants that it will adhere to the terms of the Application and this Agreement in providing said services. 1.2 National Obiective. Subrecipient certifies that the services provided with the CDBG Funds will meet the CDBG program's national objective of benefitting low and moderate income persons, as defined in 24 CFR Part 570.208. 01007.0001/717100.1 1.3 Special Requirements. Additional terms and conditions of this Agreement, if any, are set forth in the "Special Requirements" attached hereto and incorporated herein as Exhibit "B" to this Agreement. 1.4 Standard of Care. Subrecipient hereby represents and warrants to City that all services rendered pursuant to this Agreement will be performed in a competent, professional, and satisfactory manner. As a material inducement to City to enter into this Agreement, Subrecipient hereby further represents and warrants that it has the experience and skills necessary to undertake the services to be provided herein. 1.5 Compliance with Laws. All services rendered by Subrecipient pursuant to this Agreement shall be performed in accordance with all ordinances, resolutions, statutes, rules, and regulations of City and/or any federal, state or local governmental agency having jurisdiction at the time such services are rendered. 1.6 Licenses, Permits, Fees and Assessments. Subrecipient shall obtain at its sole costs and expense such licenses, permits and approvals as may be required by law for the performance of the services required by the Agreement. 1.7 Reports. No later than ten (10) days prior to any payment date specified in Section 2.1 of this Agreement, within ten (10) days following the termination of this Agreement, and at such other times as the Contract Officer shall request, Subrecipient shall provide the Contract Officer with a written report describing the services provided during the period of time since the last report and accounting for the specific expenditures of any portion of the Contract Sum, if applicable. At the times and in the manner required by law, the Subrecipient shall provide to the City, HUD, the Comptroller General of the United States, and any other individual or entity, or their duly authorized representatives, any and all reports and information required for compliance with the Act and/or the Regulations. 1.8 Financial Reporting. Any Subrecipient receiving or due to receive $20,000.00 or more from the City during the current fiscal year (July 1, 2022 through June 30, 2023) (the "Fiscal Yeas") shall provide the City with a financial statement which has been completed within the most recent twelve (12) months and which shows that the Subrecipient's financial records have been kept in accordance with generally accepted accounting standards ("Financial Statement"). This Financial Statement shall be prepared by a recognized accounting firm that is approved by or satisfactory to City's Chief Financial Officer, and shall include a general ledger balance sheet which identifies revenue sources and expenses in sufficient detail to demonstrate compliance with this Agreement and which is balanced with Subrecipient's bank statements. Any organization receiving or due to receive less than $20,000.00 from the City in the Fiscal Year shall provide the City with a copy of the organization's most recent charitable trust report to the Attorney General, or other financial information satisfactory to the City's Chief Financial Officer. The financial information that must be provided pursuant to this paragraph shall be furnished to the City's Chief Financial Officer not later than January 31St of the current Fiscal Year. 1.9 Audits and Inspections. All Subrecipient records concerning any matter covered by this Agreement shall be made available to the City, HUD, and the Comptroller General of the United States, or any of their authorized representatives, at any time during normal business hours, as often as is deemed necessary by those entities in order to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within thirty (30) days after receipt of such 01007.000vn7100.1 2 reports by the Subrecipient. Failure by the Subrecipient to comply with these audit requirements will constitute a breach of this Agreement and may result in the withholding of future payments thereunder. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and 2 CFR 200. 2.0 COMPENSATION. 2.1 Contract Sum. The City shall pay to Subrecipient for the services to be provided hereunder, on a reimbursable basis, a sum not to exceed TEN THOUSAND THREE HUNDRED FIFTY-FOUR DOLLARS AND NO CENTS ($10,354.00) (the "Contract Sum"), in accordance with the "Schedule of Compensation" attached hereto and incorporated herein as Exhibit "C" to this Agreement, which sum shall constitute full and complete reimbursement for the implementation of this Agreement for the entire Term thereof. Subrecipient shall submit to the City monthly statements of reimbursable expenditures pursuant to the attached "Schedule of Compensation", along with pertinent supporting documentation. The City shall promptly review the monthly expenditure statements and, upon approval, reimburse Subrecipient for its authorized operating costs. 2.2 Payroll Records. In cases where the Contract Sum will reimburse payroll expenses as part of operations, Subrecipient shall establish a system for maintaining accurate payroll records which will track daily hours charged to the project by Subrecipient's employees, as set forth in 2 CFR 200.430. 2.3 Draw Downs. Failure by Subrecipient to request reimbursement or encumbrance of at least 25% of the Contract Sum by the end of each Fiscal Year quarter (i.e. by September 30, December 30, March 31, and June 30, respectively) shall result in the immediate forfeiture of 25% of the Contract Sum, unless this requirement is waived by the Contract Officer. The Contract Officer reserves the sole and unfettered right to determine whether the circumstances warrant such a waiver. Any such waiver by the Contract Officer shall not be deemed to waive or render unnecessary Subrecipient's compliance with this provision for the remainder of the Term of this Agreement. 2.4 Default. In the event that Subrecipient defaults under any of the terms and conditions of this Agreement, City shall have no obligation to continue compensating Subrecipient for any work performed after the date of such default. The City's consent to or approval of any default by the Subrecipient shall not be deemed to waive the City's rights under this provision with respect to any subsequent default. (See also Section 6.4 below.) 2.5 Completion of Work. City reserves the right to withhold 10% of the Contract Sum until a Certificate of Completion is issued by the City. 3.0 COORDINATION OF THE WORK. 3.1 Representative of Subrecipient. The following principal(s) and/or representative(s) of Subrecipient are hereby designated as the person(s) authorized to act on Subrecipient's behalf with respect to the services specified herein and to make all decisions in connection therewith: Elizabeth Benson Forer, Chief Executive Officer and Executive Director 01007.0001/717100.1 3 3.2 Contract Officer. The "Contract Officer" shall be such person as may be designated by the City's City Manager. 3.3 Prohibition Against Subcontracting or Assignment. Subrecipient shall not contract with any other entity to perform, in whole or in part, the services to be provided pursuant to this Agreement without the express written approval of the City. Neither this Agreement, nor any interest created by it, may be assigned or transferred by Subrecipient, voluntarily or by operation of law, without the prior written approval of the City. 3.4 Independent Contractor. Except as otherwise set forth herein, neither the City, nor any of its agents or employees, shall have any control over the manner, mode, or means by which Subrecipient, or its agents or employees, perform the services to be provided pursuant to this Agreement. Subrecipient shall perform all such services as an independent contractor of the City, and shall remain at all times as to the City a wholly independent contractor with only such obligations as are consistent with that role. Subrecipient shall not at any time or in any manner represent that it, or any of its agents or employees, are agents or employees of the City. 4.0 INSURANCE AND INDEMNIFICATION. 4.1 Insurance. (a) Subrecipient shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). Insurance Services Offices Form CG 00 01 covering Commercial General Liability (CGL) on an "occurrence" basis including products and completed operations, property damage, bodily injury, personal injury, and advertising injury. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (ii) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Subrecipient against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Subrecipient in the course of carrying out the work or services contemplated in this Agreement. (iii) Automotive Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if the Subrecipient has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. (iv) Professional Liability. Professional liability insurance appropriate to the Subrecipient's profession. This coverage may be written on a "claims made" basis, and must 01007.0001/717100.1 4 include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Subrecipient's services or the termination of this Agreement. During this additional 5 -year period, Subrecipient shall annually and upon request of the City submit written evidence of this continuous coverage. (v) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". (vi) If the Subrecipient maintains broader coverage or higher limits (or both) than the minimums required by this Agreement, then the City requires and shall be entitled to the broader coverage and higher limits maintained by the Subrecipient. (vi) Subcontractors. Subrecipient shall include all subcontractors as insureds under its policies, or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (b) General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Subrecipient's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Subrecipient shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Subrecipient has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 4.2. Indemnification. To the full extent provided by law, Subrecipient agrees to indemnify, defend and hold harmless the City, its officers, employees, and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any 01007.0001/717100.1 person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Subrecipient, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Subrecipient is legally liable ("indemnitors"), or arising from Subrecipient's or indemnitors' reckless or willful misconduct, or arising from Subrecipient's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Subrecipient and shall survive termination of this Agreement. 5.0 DISCRIMINATION, TERMINATION, AND ENFORCEMENT. 5.1 Covenant Against Discrimination. Subrecipient covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a Protected Characteristic under applicable federal, state, or local law. 5.2 Term. Unless earlier terminated in accordance with Section 5.3 of this Agreement, this Agreement shall continue in full force and effect until such time as Subrecipient has completed the services set forth in Exhibit "A", but for a term not to exceed June 30, 2023 ("Term"). (See also Exhibit B discussion of "Project Closeout.") 5.3 Termination Prior to Expiration of Term. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other Party. Upon receipt of such notice of termination, Subrecipient shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Subrecipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination, and City shall be entitled to reimbursement for any services that have been paid for but not rendered. 6.0 MISCELLANEOUS PROVISIONS. 6.1 Conflicts of Interest. Subrecipient, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Subrecipient covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by the services to be performed by it under this Agreement, or that would conflict in any manner with the performance of its services hereunder. Subrecipient further covenants that, in performing this Agreement, no person having any such interest shall be employed by it. Furthermore, Subrecipient shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Subrecipient agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Subrecipient "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Subrecipient has been retained pursuant to this Agreement. 6.2 Warranty and Representation of Non -Collusion. City hereby warrants and represents that no official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in 01007.0001/717100.1 6 any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly interested, or in violation of any state or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interest found to be "remote" or "non interest" pursuant to California Government Code Sections 1091 and 1091.5. Subrecipient hereby warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third parry including, but not limited to, any City official, officer, or employee, as a result or consequence of obtaining or being awarded any agreement. Subrecipient is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect. Subrecipient Representative Initials _a 6.3 Prohibited Activity. Subrecipient is prohibited from using CDBG Funds provided herein, or personnel employed in the administration of the program for which those funds have been granted, for any of the following activities: political activities, activities of an inherently religious nature, lobbying, political patronage, and nepotism activities. Religious entities may use CDBG funds for secular activities only in accordance with the federal regulations specified in 24 CFR 570.2000), regarding such activities as worship, religious instruction, or prose lytization. 6.4 Non -Waiver of Terms, Rights and Remedies. A. Waiver. The failure of a non -defaulting Party to enforce any right, provision, or remedy shall not impair such right, provision, or remedy, and shall not constitute a waiver of such right or provision in the absence of a written confirmation of waiver signed by the defaulting Party. In no event shall the making by City of any payment to Subrecipient constitute or be construed as a waiver by City of any breach of covenant, or any default that may then exist on the part of Subrecipient, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. Failure on the part of City to act with respect to a breach by Subrecipient shall not constitute a waiver of City's right to act with respect to subsequent or similar breaches. B. Waiver by either Party of any of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.5 Attorney's Fees. In the event that either Party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover its 01007.0001/717100.1 7 costs of suit, including reasonable attorney's fees. The venue for any such litigation shall be Los Angeles County. 6.6 Notice. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party shall be in writing and either served personally or sent by prepaid, first class mail to the address set forth below, or such other addressed as may from time to time be designated by mail. City: Keith Bennett Community Development Department City of Carson 701 East Carson Street Carson, California 90745 With a Copy to: City Attorney City of Carson 701 East Carson Street Carson, California 90745 Subrecipient: Elizabeth Benson Forer Chief Executive Officer and Executive Director Venice Family Clinic 604 Rose Avenue Venice, California 90291 6.7 Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement as if set forth fully herein. 6.8 Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Subrecipient. This Agreement supersedes all prior oral or written negotiations, representations, or agreements. This Agreement may not be amended, nor any provision outreach hereof waived, except in a writing signed by the Parties that expressly refers to this Agreement. 6.9 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 6.10 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 6.11 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly 01007.0001/717100.1 authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. [SIGNATURES ON THE FOLLOWING PAGE] 01007.0001/717100.1 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, with express intent that this Agreement shall be effective as of July 1, 2022. Dated: ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: Aleshire & Wynder, LLP Sunny K. Soltani, City Attorney [ALH] CITY OF CARSON, CALIFORNIA By: ��' X 4� Lula Davis -Holmes, Mayor �50N' C SUBRECIPIENT:*'"' VENICE FAMILY CLINIC By: _ Name: Elizabeth Benson Forer Title: CEO and Executive Director Date: November 30, 2022 By: Name: n re lackbird Title: Chief Financial Officer Date: November 30, 2022 **SUBRECIPIENT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SUBRECIPIENT'S BUSINESS ENTITY. *** If Subrecipient is a Corporation, one signature is required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01007.0001/717100.1 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, with express intent that this Agreement shall be effective as of July 1, 2022. Dated: ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: Aleshire & Wynder, LLP Sunny K. Soltani, City Attorney [ALH] CITY OF CARSON, CALIFORNIA M Lula Davis -Holmes, Mayor SUBRECIPIENT:** *** VENICE FAMILY CLINIC By: �---�" Name: Elizabeth Benson Forer Title: CEO and Executive Director Date: November 30, 2022 By: Name: n re lackbird Title: Chief Financial Officer Date: November 30, 2022 **SUBRECIPIENT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SUBRECIPIENT'S BUSINESS ENTITY. *** If Subrecipient is a Corporation, one signature is required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01007.0001/717100.1 10 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES ,Gn} / ' e a � ! /� 'FL �L/7.J'E�ii% /3i�i✓fps� /' ble� On Ivy O , 2022 before me, c , personally appeared /( , proved to me on the asis of satisfactory evidence to be the person(&) whose names(&) Waive subscribed to the within instrument and acknowledged to me that he/she/they executed the same in •his/her/their authorized capacity(ie.&), and that by his/her/their signature(a) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. AARON ANSy1N Q WITNESS my ha is s N COMM. 2349565 Signature: I ? "+�'� �' NOTARY PUBLIC • CALIFORNIA (p 0t� `e LOSANGELES COUNTY •;,,,.. My CannExpues Mar 11 2025 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.0001/717100.1 12 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1 2022 DATE OF DOCUMENT OTHER THAN NAMED ABOVE TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/717100.1 12 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1 2022 DATE OF DOCUMENT OTHER THAN NAMED ABOVE CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 3v , 2022 before me, �, , personally appeare , prove to me on the basis of satisfactory evidence to be th person(&) whose names(s) is/a&e subscribed to the within instrument and acknowledged to me that ba/she/they executed the same in his/her/ter authorized capacity(), and that by his/her/their signature(&-) on the instrument the person(.), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. . WITNESS my ha ci eal AARON ANSHIN Y 0 Signature: �� .rn COMM. 2349565 NOTARY PUBLIC - CALIFORNIA Co 0 �r� i � LOSANGELES COUNTY A ,,,c• My Comm. Expires Mar, 1, 2025 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.0001/717100.1 11 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1 2022 DATE OF DOCUMENT OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/717100.1 11 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1 2022 DATE OF DOCUMENT OTHER THAN NAMED ABOVE SCOPE OF SERVICES EXHIBIT "A" Subrecipient shall utilize the CDBG Funds provided by the City pursuant to this Agreement to operate the Carson Wellness Center, which provides essential medical care and health education services on the Carson High School campus on Mondays, Wednesdays, and Fridays between the hours of 8:00 A.M. and 4:30 P. M., and on Tuesdays and Thursdays between the hours of 9:00 A. M. and 5:30 P. M.. 2. Services rendered by Subrecipient shall include physical examinations, family planning services, and general medicine, including the diagnosis and treatment of ailments such as colds, flus, allergies, and asthma. Clinicians shall also provide health and nutrition education during visits, and screen for domestic violence. 3. Costs for which Subrecipient shall be reimbursed from the CDBG Funds shall be limited to direct costs of personnel, including wages, salaries, and benefits, associated with the provision of the services described in paragraph No. 2, above; medical, pharmaceutical, and office supplies; and laboratory testing costs associated with the aforementioned medical services. 4. The primary location for services provided in accordance with this Agreement shall be Subrecipient's Carson Wellness Center located at 270 East 223rd Street, Carson, California, on the campus of Carson High School. 5. Subrecipient anticipates providing services to approximately 2,000 Carson residents. 6. Recognizing Subrecipient's acknowledgement in Section 1.2 of this Agreement that the activities carried out with the CDBG Funds shall meet the CDBG program's national objective of benefitting low and moderate income individuals, Subrecipient shall ensure that at least fifty-one per cent (51 %) of clients meet the standard of low and moderate income, as determined by the City. Subrecipient shall verify participants' total household income by requesting to see documentation that shows income information for all household members, and shall keep records reflecting the verification of such income on file and available for inspection by representatives of City and/or HUD. Subrecipient shall also, to the extent practicable, obtain information regarding the racial, ethnic, and female -headed household status of participants. Subrecipient shall report the income, race, ethnicity, and female - headed household status of participants to City in accordance with Section 2, Program Evaluation and Review, and Section 3, Reporting Requirements, of the attached Exhibit "B", "Special Requirements". 7. City will monitor the performance of Subrecipient against goals and performance standards including, but not limited to, those stated above. Substandard performance as determined by City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within a reasonable period of time after being notified by City, procedures to suspend or terminate this Agreement will be initiated. [END OF EXHIBIT "A"] 01007.0001/717100.1 13 EXHIBIT "B" SPECIAL REQUIREMENTS The provisions of this Exhibit B are hereby added to the Agreement. To the extent any of the provisions of Exhibit B conflict with provisions elsewhere in the Agreement, the provisions of Exhibit B shall govern. This Agreement is subject to and incorporates the terms of the Housing and Community Development Act of 1974, as amended; 24 Code of Federal Regulations ("CFR") Chapter V, Part 570; City's CDBG Program Guidelines; and all amendments or successor regulations or guidelines thereto. 1. Federal Contracting Provisions. Subrecipient agrees to comply with the following federal requirements in the performance of this Agreement: A. Subrecipient shall comply with Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60, which requires that during the performance of this Agreement, Subrecipient agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. Subrecipient shall consider all applicants without respect to their race, religion, sex, or national origin with respect to the following without limitation: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Subrecipient agrees to post in conspicuous places, available to employees and employment applicants, notices setting forth the provisions of this nondiscrimination clause. B. In its solicitations or advertisements for employees, Subrecipient shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. C. Subrecipient shall comply with all restrictions against discrimination, as required by Executive Order 11063, as amended by Executive Order 12259 and implementing regulations at 24 CFR Part 107. D. Subrecipient shall comply with Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., which requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns that are located in, or owned in substantial part by, persons residing in the project area. E. Subrecipient shall comply with Title VI of the Civil Rights Act of 1964, and Section 109 of the Housing and Community Development Act of 1974, which provides that no person shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 01007.0001/717100.1 14 F. Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 (P.L. 93- 112), as amended, and implementing regulations. G. Subrecipient shall comply with the Age Discrimination Act of 1975 (P.L. 94-135), as amended, and implementing regulations. H. Subrecipient shall comply with the relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act at 24 CFR Part 42. I. Subrecipient shall comply with the restrictions prohibiting the use of funds for the benefit of a religious organization or activity as set forth in 24 CFR 570.2000). J. Subrecipient shall comply with the labor standard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement said requirements. K. Subrecipient shall comply with the Program Income requirements as set forth in 24 CFR 570.504(c) and 570.503(b)(8). L. Subrecipient shall comply with all federal laws and regulations described in 24 CFR 570, Subpart K, except that the Subrecipient does not assume the City's environmental responsibilities as described at 24 CFR 570.604, nor does the Subrecipient assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. M. Subrecipient shall comply with Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11988 relating to the prevention, control, and abatement of water pollution. N. Subrecipient shall comply with the flood insurance purchase requirement of Section 102(a) of the Flood Disaster Protection Act of 1978 (P.L. 93-234). O. Subrecipient shall comply with the regulations, policies, guidelines and requirements of 24 CFR 570; the "Common Rule," 24 CFR Part 85 and Subpart J; and 2 CFR 200 (which revises and supersedes OMB Circulars No. A-87, A-102, Revised, A-110, and A-122) as they relate to the acceptance and use of federal funds under the federally assisted program. P. Subrecipient shall comply with Title VII of the Civil Rights Act of 1968 (P. L. 90-284), as amended. Q. Subrecipient shall comply with the lead-based paint requirements of 24 CFR Part 35 issued pursuant to the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.). R. Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. Unless specified otherwise within this Agreement, Subrecipient shall procure all 01007.0001/717100.1 15 materials, property, or services in accordance with the provisions and requirements of 24 CFR 84.40-48. S. Subrecipient shall maintain a property inventory system to numerically identify HUD purchased property and document its acquisition date, as set forth in 2 CFR 200.312 Federally -Owned and Exempt Property. T. The use and disposition of real property and equipment by Subrecipient under this Agreement shall be in accordance with the provisions and requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504. Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG Funds. Additionally, any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the Subrecipient in the form of a loan) in excess of $25,000 is either: Used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by the City; or ii. Not used in accordance with paragraph (T)(i) above, in which event the Subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City. (No payment is required after the period of time specified in subsection (T)(i) immediately above.) U. Subrecipient shall comply with such other City, County, State, or Federal laws, rules and regulations, executive orders or similar requirements which might be applicable. V. As City will use federal funds to pay Subrecipient for the services to be performed under this Agreement, Subrecipient shall comply with 31 U.S.C. Section 1352, which prohibits any recipient or subrecipient of federal funds from: using such funds to influence or attempt to influence an officer or employee of any federal agency, a Member of Congress or an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any federal contract; making any federal grant; making any federal loan; entering into any cooperative agreement; and/or the extending, continuing, renewing, amending or modifying any federal contract, grant, loan or cooperative agreement. W. Every person who requests or receives a federal contract, grant, loan or cooperative agreement from a federal agency or receives or requests from a federal agency a commitment that would provide for the United States to insure or guarantee a loan must file with that agency a written declaration and certify that he or she has not made and will not make any prohibited expenditure. Further, any person who requests or receives from a person referred to above, a subcontract under a federal contract, a subgrant or contract under a federal grant, a contract or subcontract to carry out any purpose for which a particular federal loan is made, or contract under a federal cooperative agreement, is required to file a written declaration with the person who received the federal contract, grant, loan or commitment to insure or guarantee a loan. 01007.0001/717100.1 16 X. Subrecipient shall not receive any program income as defined in 24 CFR Section 570.500(a). 2. Program Evaluation and Review. Subrecipient shall make performance, financial, and all other records pertaining to this Agreement available to all City and HUD personnel. City and HUD personnel may inspect and monitor Subrecipient's facilities and program operations, including the interview of Subrecipient's staff and program participants. Subrecipient agrees to submit to City or HUD all data necessary to complete the Annual Grantee Performance Report in accordance with HUD requirements and in the format and at the time designated by City or HUD Project Directors or their designees. 3. Reporting Requirement. Subrecipient shall submit to City a quarterly statistical status report, using the forms shown in Exhibit "D" attached hereto, setting forth its activities for each reportable quarter. Such reports shall be filed with City not later than the 10'h day of the month following the reportable quarter. The quarterly activity reports shall contain without limitation ethnic group, income level, female -headed household status and any other data as may be requested by City, of each person assisted and the result of such assistance. In addition to the monthly statistical status report, Subrecipient shall, on or before July 10, 2023, furnish City with a summary of Subrecipient's activities for the fiscal year commencing July 1, 2022. Such summary shall include an annual statistical report. 4. Documentation and Record Keeping. Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: A. Records providing a full description of each activity undertaken; B. Records demonstrating that each activity undertaken meets one of the national objectives of the CDBG program; C. Records required to determine the eligibility of activities; D. Records documenting all CDBG funds received from the City; E. Records documenting expenses as identified in the monthly activity reports and reimbursement requests submitted to the City, as well as the relationship of these expenses to the CDBG-funded program; F. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; G. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; H. Financial records as required by 24 CFR 570.502 and 24 CFR 84.21-28, and as otherwise stated within this Agreement; and I. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. Subrecipient shall maintain separate accounting records for the CDBG Funds provided by the City. The City, HUD, Comptroller General of the United States, or any of their duly authorized representatives shall have access to all books, documents, papers, and records maintained by Subrecipient, as well as any of its own subrecipients or subcontractors, which directly relate to the project that is the subject of this Agreement for the purpose of audit, examination, excerpts, and transcriptions. Subrecipient shall also maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such 01007.0001/717100.1 17 information shall be available to City or HUD monitors or their designees for review upon request. 5. Disclosure Requirement. Subrecipient shall make available all books and records pertaining to each project or business activity that is funded by CDBG funds under this Agreement for inspection and audit by HUD's representatives, upon request, at any time during the term of this Agreement and for a period of five (5) years thereafter. All such books and records shall be maintained by Subrecipient at a location in Los Angeles County. Failure by Subrecipient to comply with the requirements of this section shall constitute a material breach for which City may terminate or suspend this Agreement. Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of City's or Subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited by applicable State and Federal law, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Prosect Close -Out. Notwithstanding Section 5.2, Term, of the Agreement, and except as otherwise stated in this Agreement, this Agreement expires upon the Subrecipient's complete performance of all obligations described in this Agreement. The Subrecipient's obligation to the City shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: submission of final requests for payment, making final payments, disposing of program assets in accordance with other provisions of this Agreement, and determining the custodianship of records. The City's funding obligation to the Subrecipient, however, shall be limited to the amount stated in Section 2.0 of the Agreement, and shall only apply to Subrecipient performance during Fiscal Year 2022-2023, ending on June 30, 2023. 7. Suspension, Recovery of Funds. A. In accordance with 24 CFR Section 85.43, suspension or termination may occur if Subrecipient materially fails to comply with any term of the award. B. If the funding source demands reimbursement for prior payments to Subrecipient due to Subrecipient's failure to comply with any applicable term of this Agreement, regulation or statute, Subrecipient shall reimburse City in the amount of such disallowed payments. C. The award may be terminated for convenience in accordance with 24 CFR Section 85.44. D. Upon expiration of this Agreement, Subrecipient shall transfer to City any funds paid pursuant to this Agreement that are on hand at the time of expiration and any accounts receivable attributable to the use of such funds. [END OF EXHIBIT "B"] 01007.0001/717100.1 18 BUDGET (SCHEDULE OF COMPENSATION) EXHIBIT "C" For the services rendered pursuant to this Agreement, Subrecipient shall be reimbursed in an amount not to exceed the Contract Sum of TEN THOUSAND THREE HUNDRED FIFTY-FOUR DOLLARS AND NO CENTS ($10,354.00) during the term of this Agreement. City shall reimburse Subrecipient for expenses that are documented to the satisfaction of the City and are incurred by Subrecipient in the costs as detailed in Section 3 of Exhibit "A" to this Agreement. City shall have the right to disapprove reimbursement for specific expenditures and expense categories that the City finds to be ineligible under the CDBG guidelines. There shall be no changes to the Scope of Services set forth in Exhibit "A" to this Agreement unless the same is requested in writing by Subrecipient, and approved in writing by the City. Provided that Subrecipient is not in default hereunder, the Subrecipient shall be reimbursed in accordance with the terms of this Agreement within thirty (30) days after the City's receipt of an invoice from Subrecipient. [END OF EXHIBIT "C"] 01007.0001/717100.1 19 ACC)R" CERTIFICATE OF LIABILITY INSURANCE li.. " DATE(MMIDD/YYYY) 8/14/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc.WC,No 500 N. Brand Blvd, Suite 100 CONTACT Lisa Figueroa PHONE FAX E:t : 818.539.8620('C'No): 818.539.8720 ADOREss: lisa fi ueroa a' .com Glendale CA 91203 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Great American Insurance Company 16691 License#: 0726293 INSURED VENIFAM-01 Venice Family Clinic 604 Rose Ave. INSURER B: Great American Insurance Company of NY 22136 INSURER C: Great American Alliance Insurance Company 26832 INSURER D: Venice, CA 90291 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 504038480 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM DDfYYYY POLICY EXP MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PAC 560342916 7/1/2022 7/1/2023 EACH OCCURRENCE $1,000.000 CLAIMS -MADE � OCCUR AMA T R NT PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 20,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY ❑ PRO JECT � LOC PRODUCTS -COMP/OP AGG $ 3,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y CAP 863922714 7!1/2022 7/1/2023 (COMBINED SINGLELIMIT $1,000,000 Ea accident BODILY INJURY (Per person) $ X ANY AUTO I OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident C X UMBRELLA LIAB X OCCUR LIMB 560343016 7/1/2022 7/1/2023 EACH OCCURRENCE $3,000,000 AGGREGATE $ 3,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ 1 n nnn $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER E.L. EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVE N OFFICER/MEM BER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Sexual Misconduct PAC 5603429 16 7/1/2022 ' 7/1/2023 Per Claim $11000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Excess $3,000,000 per Occurrence/Aggregate limit under the umbrella policy #UMB 5603430 16 provides excess coverage over sexual misconduct liability coverage which makes the total each claim limits $4,000,000 and aggregate limit $6,000,000. Policy: Cyber Liability Policy#: QCB-250-CONQ2JUD Carrier: Palomar Excess and Surplus Insurance Company Policy Term: 7/1/2022 To 7/1/2023 Limit: $3,000,000 / Retention: $25,000 See Attached... L,rK 1 It -ILA I t I'1ULUtK A L;ANk /=LLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carson 701 E Carson Street Carson CA 90745 AUTHORIZED REP,�ESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: VENIFAM-01 LOC #: AC o® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Arthur J. Gallagher & Co. NAMED INSURED Venice Family Clinic 604 Rose Ave. Venice, CA 90291 POLICY NUMBER CARRIER 7IC CODE 77 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Policy: CRIME Policy#: PAC 5603429 16 Carrier: Great American Insurance Company Policy Term: 7/1/2022 To 7/1/2023 Employee theft: Limit: $100,000 /Deductible: $5,000 Forgery or alteration: Limit: $100,000 /Deductible: $5,000 Theft of Money and securities: Limit: $100,000 / Deductible: $5,000 Money and securities: Limit: $100,000 / Deductible: $5,000 Computer Fraud & Funds Transfer Fraud: Limit: $100,000 / Deductible: $5,000 City of Carson, its elected and appointed officers, employees, volunteers and agents are included as additional insured under the General Liability and Auto Liability with respect to the operations of the named insured. Such insurance is Primary and Non -Contributory. Waiver of Subrogation on General Liability and Auto Liability applies in favor of additional insured. ACORD 101 (2008/01) U 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: Venice Family Clinic Policy number: CAP 8639227 14 00 CA 04 44 (Ed. 0 3 10 ) Effective Date: 7/1/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Schedule Name(s) of Person(s) or Organization (s): City of Carson, its elected and appointed officers, employees, volunteers and agents Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer of Rights of Recovery Against Others to Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Copyright, ISO Properties, Inc., 2009 CA 04 44 (Ed. 03/10) PRO (Page 1 of 1) Named Insured: Venice Family Clinic Policy number: CAP 8639227 14 00 Effective Date: 7/1/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM CA 20 48 (Ed. 02 99) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies Person(s) or Organization(s) who are "Insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): City of Carson, its elected and appointed officers, employees, volunteers and agents (If no entry appears above, information required to complete this endorsement will be shown in the Declarations or above Schedule as as applicable to this endorsement.) Each Person or Organization shown in the Schedule is an "Insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "Insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (Ed. 02/99) PRO (Page 1 of 1) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Page Non -Owned Aircraft Included 2 Non -Owned Watercraft Included 2 Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3 Damage to Premises Rented to You $ 1,000,000 3 Supplementary Payments - Bail Bonds $ 3,000 4 Supplementary Payments - Loss of Earnings $ 1,000 per day 4 Newly Formed or Acquired Organizations Included 4 Unintentional Failure to Disclose Hazards Included 5 Knowledge of Occurrence, Claim or Suit Included 5 Property Damage Liability - Elevators Included 5 Property Damage Liability - Borrowed Equipment Included 5 Liberalization Clause Included 6 Amendment of Pollution Exclusion (Premises) Included 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - Manager or Lessor of Premises Included 7 CG 89 70 (Ed. 1 1 /14) (Page 1 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 10 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1,000/$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 12 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) less than 60 feet long; and CG 89 70 (Ed. 11/14) (Page 2 of 12) * S1 * 07/13/2022 * PAC-5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: CG 89 70 (Ed. 11/14) (Page 3 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. CG 89 70 (Ed. 11/14) (Page 4 of 12) S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *DIB* 122639057 694804 d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to Disclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of Occurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. CG 89 70 (Ed. 11/14) (Page 5 of 12 ) S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if. a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or CG 89 70 (Ed. 11/14) (Page 6 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1 above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: CG 89 70 (Ed. 11/14) (Page 7 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c. the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit However: 1. the insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the Additional Insured is required by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: CG 89 70 (Ed. 11/14) (Page 8 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured as required in paragraph b. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. c. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 89 70 (Ed. 11/14) (Page 9 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: CG 89 70 (Ed. 11/14) (Page 10 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE. CG 89 70 (Ed. 11/14) (Page 11 of 12) * S1 * 07/13/2022 * PAC -5603429-16-01 GREAT AMERICAN INSURANCE CO *D/B* 122639057 694804 V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. CG 89 70 (Ed. 11/14) (Page 12 of 12) No: 1605711117 Return Address This Certificate is provided to: UCLA Health System Venice Family Clinic 757 Westwood Plaza 604 Rose Avenue Los Angeles, CA 90095 Venice CA 90291 UNIVERSITY OF CALIFORNIA EVIDENCE OF SELF-INSURANCE PROFESSIONAL LIABILITY & HOSPITAL LIABILITY Type of Coverage I Self Insured Limits I. PROFESSIONAL MEDICAL AND HOSPITAL LIABILITY: 5,000,000 Each Occurrence io,000,000 Aggregate II. SPECIAL TERMS & CONDITIONS: 1. This certificate is not valid for use by individuals and is only intended to evidence the self insurance of The Regents of the University of California for institutional exposure as opposed to individual exposures. 2. The self insurance evidenced herein follows the provisions of the Bylaws and Standing Orders of the Regents of the University of California and self insurance programs as administered by the University of California, Office of the President, Office of Risk Services, which do not permit any assumption of liability which does not result from and is not caused by the negligent acts or omissions of its officers, agents, or employees. Any indemnification or hold harmless clause with broader provisions than required under such Bylaws and Standing Orders shall invalidate this certificate. 3. This certificate is in effect until the expiration date indicated below or termination of applicable contract, affiliation agreement or termination of University employment, whichever comes first. Should any of the above described program of self-insurance be materially modified or cancelled before the expiration date shown below, The Regents of the University of California will give 30 days written notice to the certificate holder. Effective Date: 07/01/2022 Johanna Klohn UCLA Health System 757 Westwood Plaza Los Angeles CA 90095 Expiration Date: 07/01/2023 Approval Date: 6/12/2022 This Certificate is issued as a matter of information only and confers no rights upon the certificate holder. The Certificate does not amend, extend or alter the coverage described above. This certificate does not constitute a contract between the holder and the University of California Form: PL Institutional 0914 UNIVERSITY OF CALIFORNIA PROOF OF SELF-INSURANCE COVERAGE The Regents of the University of California are often requested by outside parties to provide evidence of the University's self-insurance coverage in conjunction with agreements and contracts negotiated by its employees on UC campuses and medical centers. Examples of situations where the University may be required to provide evidence of insurance include: • Using an off -campus location to host an event, ceremony, athletic event, theatre production, practice space, job fair, educational outreach event, etc. • Leasing or renting equipment, motor vehicle(s), or real estate • Research grant sub -awards • Affiliation (non-healthcare/medical related) and Professional Services Agreements The University of California self -funds its liability exposures, so does not issue individual certificates of insurance. The UC Office of Risk Services has developed a Certificate of Self -Insurance Coverage document (COC) to illustrate the self-funded retention levels maintained for each liability program. The COC is available on-line for use by entities conducting business with the university as evidence of the self-funded retention levels, coverage terms, and limits routinely requested. The self-insurance limits accepted in each specific written agreement or contract shall be the limits that apply should a loss arise, regardless of the limits provided in the on-line Certificate of Self -Insurance Coverage document. The UC COC Site is solely for the use and benefit of the vendors and organizations which contract with the University of California and not for resale or other transfer to or use by or for the benefit of any other person or entity. You may print copies for use within your organization, provided that you do not modify the COC in any way, nor distribute any copies outside your organization. You may not use any of the University of California's names or marks in any manner that creates the impression such names or marks belong to or are associated with you or imply any endorsement by the University of California, and you acknowledge that you have no ownership rights in and to any of these names or marks. You will not use the Site, the information contained therein or any of the University's names or marks in unsolicited mailings or spam material. You may not link directly to the COC ("deep link") or bring up or present the COC or other content of this site within another web site ("frame"). Official Correspondence must be sent via postal mail to: Chief Risk Officer Office of Risk Services Office of the President University of California 1111 Franklin St., 10th Floor Oakland, CA 94607-5200 510-987-9832 RiskServices@ucop.edu Please contact the local Risk Manager at the specific University of California location where you are contracting if you have insurance coverage questions: Campus Risk Managers Directory Hospital Risk Managers Directory CERTIFICATE OF Date: June 15, 2022 SELF-INSURANCE COVERAGE PRODUCER/ NSURED This ' ertificate is issued as a matter of information only to authorized viewers for The Zgents of the University of California Office of the President their internal use only and confers no rights upon any viewer of this Certificate. Office of Risk Services The Certificate does not amend, extend or alter the coverage described below. 1111 Franklin St., I Oth Floor This Certificate may only be copied, printed and distributed by an authorized Oakland, CA 94607-5200 viewer for its internal use. Any other use, duplication or distribution of the 510-987-9832 Certificate without the written consent of the Regents of the University of California is prohibited. ENTITIES AFFORDING COVERAGE PARTICIPATION ICOMPANY LETTER A The Regents of the University of California 100% COVERAGES THIS IS TO CERTIFY THAT THE REGENTS OF THE UNIVERSITY OF CALIFORNIA IS A GOVERNMENTAL ENTITY THAT HAS A SELF-FUNDED RETENTION FOR LIABILITIES DESCRIBED BELOW, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY WRITTEN CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY PERTAIN. THIS SELF-FUNDED PROGRAM IS SUBJECT TO ALL PROVISIONS OF THE BYLAWS AND STANDING ORDERS OF THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, WHICH DOES NOT PERMIT ANY ASSUMPTION OF LIABILITY WHICH DOES NOT RESULT FROM THE NEGLIGENT ACTS OR OMISSIONS OF ITS OFFICERS, AGENTS OR EMPLOYEES. CID TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS LTR GENERAL LIABILITY GENERAL AGGREGATE $ Not applicable A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/01' AGG $ 5,000,OOD __1 CLAIMS MADEM OCCURRENCE Self-insured July 1, 2022 July 1, 2023 PERSONAL& ADV INJURY $ 5,000,000 CONTRACTUAL LIABILITY $ 5,000,000 EACH OCCURRENCE $ 5,000,000 AUTOMOBILE LIABILITY A COMBINED SINGLE LIMIT $ Not applicable A ANY AUTO ALL OWNED BODILY INJURY $ 2,500,000 AUTOS (PER PERSON) SCHEDULED Self -Insured July 1, 2022 July 1, 2023 AUTOS X HIRED AUTOS BODILY INJURY $ 2,500,000 (PER ACCIDENT) X NON -OWNED AUTOS GARAGE LIABILITY PROPERTY DAMAGE $ 2,500,000 PERTY EACH OCCURRENCE $ 10=0'000 A FIRE & EXTENDED PERILS Self-insured July 1, 2022 July 1, 2023 AGGREGATE $ Not applicable STATUTORY LIMITS A WORKERS'COMPENSATION AND Self-insured July 1, 2022 July 1, 2023 EACH ACCIDENT $ As required by EMPLOYERS LIABILITY California Law DISEASE - POLICY LIMIT $ As required by California Law DISEASE - EACH EMPLOYEE $ As required by California Law DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS ADDITIONAL COVERED PARTY- AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH RESPECT TO GENERAL LIABILITY AND AUTOMOBILE LIABILITY LOSS PAYEE - AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH RESPECT TO PROPERTY COVERAGE CERTIFICATE HOLDER CANCELLATION APPLICABLE PARTY AS REQUIRED BY WRITTEN CONTRACT SHOULD THE REGENTS ELECT TO DISCONTINUE SELF-INSURING ITS OR AGREEMENT LIABILITIES, THE REGENTS WILL UPDATE PROOF OF SELF-INSURANCE ON ITS WEBSITE. THE REGENTS SHALL NOT BE OBLIGATED TO PROVIDE INDIVIDUAL NOTICE TO VENDORS OR OTHERS. KEVIN CONFETTI, AVP & CHIEF RISK OFFICER Venice Family Clinic Board of Directors JeffSinaiko. Chair John R. Geresi, Chair Elect Bill Flumenbaum, immediate Past Chair Stewart Seradsky. Treasurer Michael St. Pierre. Secretary limiter Anisman Ken Bascom olga Carrasco DiAna Carsola Mayer B. Davidson. MD Paula Davis LoEme Loshak Edith J, Madrid Carolina Monge Neil H. Parker, MD Paul Saben Nadia Shaheen Carmen Thorrias-Pans Leila Wu Venice Family Clinic Foundation Board of Trustees Jeff Sinaiko, Chair John R. Geresi. Chair Beet Bill Flumenbaum. Immediate Past Chair Frank Matriardi. Dr PH, Treasurer Fern Seiner. Secretary Susan Adelman Carol L. Archie. MD Neal Baer. MD Rick Bradley Lowell C. Brown. Esq. David M. Carlisle, MD, PhD Mayer B. Davidson. MD Susan Fleischman, MD Mark R. Gavens Chester F. Griffiths, MD. FACS Jimmy H. Han, MD Joan E. Herman Deborah Laub Harley Liker, MD. MBA Tracey Loeb Marcel Loh Viren Mehta Wendy Smith Meyer, PhD, LCSW Elan Chaim Milgrom, MD. MS Jeff Nathanson William D. Parente Hutch Parker Neil H. Parker, MD Tom Paulsen, MD Bill Resnick, MD, MBA Mike Sarian Judy Shore Alan Sieraty Johnese Spisso'MPA Susan Tick Russel Tyner. AIA Michael S. Wilkes. MD, PhD Leila Wu Venice Family Clinic Philanthropy Board Susan Adelman & Claudio LLanos Kathleen Aikenbead Marjorie Fasman Ruth Flinkman-Marandy Hilary & Robert Nelson Jambs Glorya Kaufman Paul Kester Shawn & Larry King Deborah Laub Chuck Lorre Laurie MacDonald Anita May Rosenstein Victoria & Ronald Simms Richard Squire Billie Milam Weisman Ruth Ziegler Diane & Michael Ziering Marilyn Ziering Janet & Jerry Zucker 604 Rose Avenue ii I C 8 F CI Pft iClinic Venice, CA 90291 310.392.8630 Prouiding quality primary health care to people in need www.venicefamilyclinic.org May 1, 2018 TO WHOM IT MAY CONCERN: Founded in 1970, Venice Family Clinic (VFC) is a Federally Qualified Health Center (FQHC) whose mission is to provide quality primary health care to people in need. Our primary service area is the Westside of Los Angeles. Last year, we provided 114,600 visits to some 25,800 homeless and low-income men, women, children, teens and seniors who lack private health insurance. Our list of services is extensive, and includes comprehensive preventive and primary care, women's health services, homeless health care, vision and dental care, pediatric care, and chronic disease management for such illnesses as asthma, cardiovascular disease, depression, and diabetes. Venice Family Clinic has enjoyed a formal affiliation agreement with UCLA since 1975. As per this agreement, Venice Family Clinic is a department in UCLA's David Geffen School of Medicine. UCLA provides medical malpractice coverage for Venice Family Clinic. This coverage extends to all Venice Family Clinic medical providers, including staff, contract and volunteers. In addition, the Regents of California maintains a self-insured professional liability program entitled Professional Medical and Hospital Liability Self -Insured Program. As stipulated in VFC's affiliation agreement with UCLA, the Regents' Medical Malpractice Program extends to all operations of Venice Family Clinic. Thank you very much. Should you have any questions, please do not hesitate to contact me at (310) 664-7901. Sincerely, Elizabeth Benson Forer, MSW/MPH Chief Executive Officer and Executive Director Venice Family Clinic Children First Common Ground Frederick R. Irma Colen Irma Coln Lou Colen Milken Family OPCC Annenberg Robert Levine Sandy Segal Santa Monica SimmsiMann Early Head Start Weisman Family Administration Health Center Children's Health Foundation Access Center family youth High School Health and Inglewood Center Building & Wellness Center Medical Building Health Center Health Center Wellness Center AFFILIATION AGREEMENT This Affiliation Agreement ("Agreement") is made and entered into this —day of August, 2021 by and between The Regents of the University of California, a Constitutional corporation, on behalf of the University of California, Los Angeles, David Geffen School of Medicine at UCLA ("UCLA"), and the Venice Family Clinic, a California non-profit corporation ("VFC") (each a "Party" and collectively the "Parties"), with reference to the following facts: RECITALS WHEREAS, VFC is a Federally Qualified Health Center ("FQHC") that receives federal grant support from the Health Resources and Services Administration ("HRSA") within the United States Department of Health and Human Services ("DHHS"), pursuant to Section 330 of the Public Health Service Act ("Section 330"), to provide, or arrange for the provision of, high quality, cost- effective, community-based comprehensive primary and preventive health care and related services (including, but not limited to, ancillary and enabling services) to medically underserved communities in its service area, regardless of the individual's or family's ability to pay for such services. WHEREAS, VFC is the owner and operator of several community clinical, administrative and operational sites located at the locations identified in Exhibit A (the "Clinics") for the purpose of providing treatment to needy persons in the medically underserved areas of Venice, Santa Monica, Mar Vista, Palms, West Los Angeles and other nearby communities within VFC's service area. WHEREAS, in order to support its operations, VFC requires certain staff capacity and certain administrative services. WHEREAS, VFC has determined that the required staff capacity and administrative services can be most efficiently and effectively obtained through a contract with UCLA, taking into consideration both the cost and quality of staff capacity and support services that UCLA can offer. VFC has further determined that the broader affiliation with UCLA will strengthen VFC's recruitment and retention efforts and improve the scope and quality of services VFC furnishes to its target population, and is otherwise in furtherance of VFC's mission and operations as a FQHC. WHEREAS, UCLA conducts graduate medical education programs for medical students, resident physicians and fellows, and other medical professionals (hereinafter collectively referred to as "Trainees"), has a strong public service interest, and desires access to facilities in which Trainees can obtain broader clinical learning experiences and contribute to improved public health. As part of its public service and educational missions, UCLA conducts educational programs located at VFC's Clinics that furnish general primary medical care. WHEREAS, This Agreement supersedes the Affiliation Agreement made effective between the Parties in 2020, and any subsequent amendments to the Affiliation Agreement. NOW THEREFORE, in consideration of the mutual promises and consideration herein, the Parties agree as follows: ARTICLE 1: VFC'S AUTONOMOUS OPERATION OF THE CLINICS 1.1 Ownership/Licensure of Clinics. VFC shall be the sole licensee and owner of the Clinics and shall hold the Medicare Certification and National Provider Identifier ("NPI") numbers and California state licensure of the Clinics. 1.2 VFC's Autonomy. Subject to the terms and conditions of this Agreement, VFC shall maintain independent and autonomous control and authority over the Clinics' operations in accordance with the requirements of VFC's HRSA-approved Section 330project. 1.3 VFC's Authorities. The VFC Board of Directors is responsible for the overall direction of VFC and the Clinics' operations, and shall exercise authorities mandated pursuant to California law, Section 330,42 C.F.R. §51c.304(d), the HRSA Health Center Compliance Manual (Chapter 19), and VFC's by-laws, including, but not limited to, (i) approving the selection and removal of the VFC Executive Director, in accordance with Article 3; (ii) approving VFC's personnel policies and procedures, in accordance with Article 2, including selection and dismissal procedures, salary and benefit scales, employee grievance procedures, and equal opportunity practices; (iii) approving VFC's health care policies, including scope and availability of services, location and hours of services, and quality -of -care audit procedures; and (iv) approving VFC's policy for financial management practices of VFC. Notwithstanding anything contained in this subparagraph 1.3, the Parties acknowledge that the terms and conditions of employment for employees of UCLA are governed exclusively by UCLA policies and procedures, and, in certain cases, a collective bargaining agreement entered into between the University and the applicable union. VFC further agrees that it shall not establish any policy or procedure that impacts the terms and conditions of employment for employees of UCLA in a manner that is inconsistent with UCLA's policies andprocedures. 1.4 Health and Safety. VFC shall comply with all health and safety laws, regulations, ordinances, directives and rules lawfully imposed by applicable federal, state or local governments with respect to the Clinics, and shall immediately report to UCLA any accident, injury or exposure to hazardous substances -of which it becomes aware. 1.5 Training Programs. The Parties agree that UCLA may, from time to time, utilize the Clinics as a clinical training site for its Trainees. The terms and conditions of any such UCLA training program rotation(s) at the Clinics will be specified in a separate agreement/program letter of agreement to be executed by the Parties. UCLA will establish the educational goals and objectives of its graduate medical education programs in a manner consistent with the standards and requirements set forth by UCLA and the appropriate training program accrediting organization. UCLA will retain ultimate responsibility for the education and assessment of its Trainees while at the VFC, and shall bear any cost associated therewith. 14 ARTICLE 2: STAFF 21 Assignment to VFC. The VFC staffing categories set forth in Exhibit B shall be filled with UCLA employees (collectively, the "Staff'). The Staff shall consist of the Executive Director, in accordance with Article 3, and other senior management team members (collectively, the "Senior Managers"), clinical staff (collectively, the "Providers"), and all other staff (collectively, the "Support Staff'). Subj ect to Article 3, VFC hereby agrees that it will not hire its own employees or contractors to perform the same job functions performed by UCLA employees pursuant to this Agreement. 22 Access to Clinics and Systems. VFC shall provide all reasonably necessary office space, medical equipment, access to VFC's electronic medical record system, supplies, and related services for the Staff to furnish services on VFC's behalf. VFC shall make parking available, at no charge, to the Staff at the Clinics. The location of such parking is subject to change. 23 Preparation of Records. Staff shall prepare and maintain records necessary and appropriate to the duties assigned to them, including, but not limited to, preparation of medical records (see also Section 14.1) and preparation of accounting or other business records (see also Section 15.1). Such records shall be prepared in accordance with VFC's policies and shall be the property of VFC. UCLA shall ensure that the Staff submit to VFC any books, records, reports, or any other documents or other property relating to VFC or VFC's business, upon the termination (for any reason) of any Staff's provision of services on VFC's behalf. 24 VFC as Provider of Record. VFC shall have the sole right and responsibility to prepare, submit, bill and collect professional charges for the provision of services rendered by Staff to VFC patients pursuant to this Agreement, in accordance with VFC's Board -approved sliding fee discount program. UCLA shall not, and shall ensure that the UCLA Providers shall not, bill any charge or collect any payment from a payor or patient for the services furnished on VFC's behalf. VFC shall exercise its best efforts to ensure that all claims satisfy all applicable payor rules, regulations and instructions. VFC shall maintain and retain complete and accurate source documents, charge tickets, billing and collection information, and other books and records relating to reimbursement for the services furnished by the Providers on VFC's behalf. 25 UCLA Personnel Policies and Procedures. The VFC Board of Directors shall review and annually approve the UCLA personnel policies and procedures which, in accordance with Section 330, includes selection and dismissal procedures, salary and benefit scales, employee grievance procedures, and equal opportunity practices. At all times during the Term of this Agreement, unless otherwise agreed to by UCLA in writing, such UCLA personnel policies and procedures shall remain in full force and effect and shall apply to all UCLA employees providing services to VFC under this Agreement. 26 VFC Personnel Policies and Procedures. VFC shall provide UCLA with advance notice of any new or revised VFC policy or procedure. ARTICLE 3: EXECUTIVE DIRECTOR 3.1 Executive Director Capacity. The Executive Director shall also function as the Chief Executive Officer ("CEO") and as Project Director for VFC's health center project. 3.1.1 As of the date of execution of this Agreement, VFC's Executive Director shall be the individual identified on ExhibitC. 3.1.2 The Executive Director shall have responsibility for overseeing VFC's daily operations and the performance of VFC's employed and contracted staff, including the other Staff; shall serve as the staff director of VFC; and shall perform such services as shall, from time to time, be assigned by VFC's Board of Directors and/or as the Executive Director reasonably believes are appropriate, necessary, and in the best interests of VFC, including, but not limited to, services set forth in VFC's by-laws and the Executive Director job description attached hereto as Exhibit D. 3.1.3 The Parties recognize and agree that VFC shall directly employ the Executive Director in accordance with 42 U.S.C. 254b(k)(3)(H)(ii). Accordingly, the Executive Director shall (i) receive a salary directly from VFC, in accordance with Section 7.2, (ii) be issued a W-2 that lists VFC as the Executive Director's employer, and (iii) have an employment agreement entered into with VFC that outlines the activities required to be performed by the Executive Director. The Parties recognize and agree that UCLA shall also directly employ the Executive Director for purposes of his or her provision of services on VFC's behalf, pursuant to a joint employment arrangement consistent with applicable California law. The Executive Director's employment agreement shall accordingly identify VFC and UCLA as joint employers. Notwithstanding the joint employment relationship, the Executive Director shall be bound by all applicable fiduciary and ethical duties to each Party. 3.1.4 The Executive Director shall report directly to VFC's Board of Directors on a monthly basis, and shall be responsible for day-to-day operations at VFC. VFC understands and acknowledges that Executive Director must also fulfill any reporting obligations to UCLA with respect to his or her UCLA employment. 3.1.5 The Executive Director's performance shall be reviewed annually by the VFC CEO Evaluation Committee within the VFC Board of Directors. The VFC CEO Evaluation Committee shall include a representative from UCLA. VFC's Board of Directors shall review and approve the annual evaluation. UCLA also reserves the right to independently review the Executive Director's performance consistent with UCLA policy. 3.1.6 VFC's Board of Directors shall have authority to terminate the Executive Director's VFC employment. Should VFC determine that the Executive Director's VFC employment should be terminated, it shall notify UCLA of its intent to terminate at least ninety (90) days in advance of such termination and give UCLA an opportunity to consult in the decision, unless state or federal law otherwise mandate the Executive Director's immediate termination, in accordance with the personnel policies and procedures. During the ninety (90) day M period, the VFC Board of Directors shall have authority to designate a qualified Senior Manager to function as the Interim CEO and Project Director for VFC's health center project, subject to UCLA's and HRSA's approval consistent with 75 C.F.R. 308(c)(1)(ii). In order to assume the role of CEO and Project Director, the Senior Manager must become directly employed by VFC, consistent with the joint employment relationship set forth in Section 3.1.3. VFC's Board of Directors shall reasonably consider UCLA's consultation in determining whether to proceed with the Executive Director's VFC employment termination. Notwithstanding the above, the Parties recognize that only UCLA, as the Executive Director's employer, has the right to terminate the Executive Director's UCLA employment. Accordingly, a decision by the Board of Directors to terminate the Executive Director's VFC employment shall not result in the termination of such individual as a UCLA employee unless and until UCLA makes such determination consistent with UCLA's personnel policies andprocedures. 3.1.7 UCLA shall have authority to terminate the Executive Director's UCLA employment. Should UCLA determine that the Executive Director's UCLA employment should be terminated, it shall notify the VFC Board of Directors of its intent to terminate at least ninety (90) days in advance of such termination and give VFC an opportunity to consult in the decision, unless state or federal law otherwise mandate the Executive Director's immediate termination, in accordance with the personnel policies and procedures. VFC mandates that the Executive Director comply with federal, state, and local governmental laws, regulations, rules, and policies, including but not limited to UCLA's personnel policies and procedures, and that he/she maintain UCLA employment. Accordingly, VFC's Board -approved personnel policies and the Executive Director's VFC employment agreement establish that if UCLA terminates the Executive Director's UCLA employment due to his/her violation of federal, state, and/or local governmental laws, regulations, rules, and/or policies, or otherwise terminates the Executive Director's UCLA employment in accordance with UCLA's personnel policies and procedures, VFC shall simultaneously terminate the Executive Director's VFC employment, and shall begin to recruit a replacement Executive Director in accordance with Section 3.1.9. 3.1.8 VFC recognizes that the Executive Director, in his or her capacity as a UCLA employee, has certain rights to file grievances under applicable UCLA policy. No such grievance shall be against VFC. 3.1.9 In the event of a vacancy in the Executive Director position, UCLA shall support the VFC Board of Directors in its recruitment efforts by posting the job vacancy and presenting the VFC Board of Directors with replacement candidates. If the VFC Board of Directors does not select one of the presented candidates to serve as VFC's Executive Director, then UCLA shall propose an alternate slate of candidates to choose from until an individual is selected by the VFC Board of Directors from the alternate slate of candidates to serve as VFC's Executive Director. ARTICLE 4: COORDINATING STAFF CAPACITY 4.1 StaffingLevels. evels. VFC, through its Executive Director, shall establish and monitor the necessary staffmg levels for the Clinics on an as needed basis in order to assure appropriate levels of capacity to furnish quality care. Individual Staff shall be interviewed and selected by the VFC Executive Director, or his or her designee, prior to appointment at VFC. VFC's recruitment and selection processes shall be coordinated in accordance with VFC's work rules and applicable personnel policies and procedures, with the understanding that the recruitment of Staff, as UCLA employees, must also satisfy UCLA's personnel policies and procedures as well as any applicable collective bargaining agreements. 4.2 Time Commitments and Schedules. The time commitments and schedules for Staff to furnish services on behalf of VFC shall be established by VFC's Executive Director, or his or her designee, and shall be appropriate for the size and needs of VFC. VFC understands and agrees that the Executive Director shall establish the time commitments and schedules applicable to Staff in a manner consistent with UCLA's applicable policies and any applicable collective bargaining agreements then in effect. 4.3 Recruitment. If the Executive Director determines that there is a need for additional staff at VFC, and seeks to have such individuals employed by UCLA, the Executive Director shall create a job description and collaborate with the UCLA Human Resources Department to determine the classification for the position vacancy. The Executive Director or his or her designee shall review the applications, coordinate the interviews, and make the final selection/hiring decision. 4.4 Nondiscrimination. The Parties agree that the Staff shall be selected in accordance with UCLA policies and procedures, and any applicable collective bargaining agreements, including that all personnel decisions shall be made in a nondiscriminatory manner, without regard to an individual's race, religious belief, gender, sexual orientation, or disability. ARTICLE 5: STAFF QUALIFICATIONS AND REQUIREMENTS 5.1 Staff Requirements. UCLA represents and warrants that the Staff shall each: 5.1.1 Be qualified to fulfill the duties of his or her VFC position; have adequate training, education, and experience in his or her particular field; and satisfy additional qualifications as may be required by VFC; 5.12 Be and remain eligible to participate in Medicaid, Medicare, and other federal and state health care programs, in accordance with Section 23.7; 5.13 Present himself or herself as a VFC staff member when providing services at the Clinics pursuant to this Agreement; on 5.14 Comply with VFC's Board -approved personnel policies and procedures, consistent with Section 2.5; and 5.15 Comply with all applicable federal, state and local statutes, regulations and policies. 5.2 Provider Requirements. In addition to satisfying the requirements set forth in Section 5. 1, UCLA represents and warrants that the Providers shall also: 521 For physicians, be Board-certified or Board -eligible in the applicable specialty in which they practice, and shall be licensed to practice medicine in the State of California. All non -physician Providers shall be duly licensed and/or certified in the State of California, as appropriate; 522 Comply with applicable standards of professional practice and have customary narcotics and controlled substance authorizations; and 523 Coordinate and participate in VFC's quality improvement program and peer review. 5.3 Provider Credentialina. UCLA shall serve as VFC's credentialing verification organization ("CVO") and shall furnish primary source and secondary source verification of all employed and contracted VFC providers, including but not limited to the Providers, who qualify as "licensed independent practitioners" or as "other licensed or certified health care practitioners," as set forth in HRSA Health Center Compliance Manual (Chapter 5). UCLA shall furnish the credentialing services in accordance with VFC's Board -approved credentialing policy, HRSA Health Center Compliance Manual (Chapter 5), and the current Joint Commission CVO standards. UCLA agrees that no Provider shall furnish services on behalf of VFC unless and until such individual has been credentialed. 5.4 Staff Training. The Executive Director shall be responsible for coordinating Staff training. Such training shall include, but not be limited to, (i) providing Staff with an appropriate orientation to the Clinics and their work responsibilities; (ii) familiarizing Staff with the applicable VFC and UCLA policies and procedures; (iii) training Staff regarding VFC's and UCLA's compliance program and applicable federal, state, and local laws and regulations; and (iv) providing Staff with appropriate continuing education on an as necessary basis. UCLA agrees to provide the Staff with access to all UCLA -coordinated training that is available to employees of UCLA. 7 ARTICLE 6: OVERSIGHT OF STAFF 6.1 General Oversight. The Executive Director, or his or her designee, shall exercise general oversight authority over the Staff, and shall exercise ultimate authority over (i) interpreting the applicability of each policy, procedure, and protocol to individual members of the Staff and (ii) determining whether an individual's performance satisfactorily and consistently complies with such policies, procedures, and protocols. 6.2 Day -to -Day Oversight and Evaluation of Senior Managers. The Senior Managers' day-to-day performance of services, including management services, will be subject to supervision and evaluation by the Executive Director. The Senior Managers shall report directly to the Executive Director. 6.3 Day -to -Day Oversight and Evaluation of Other Support Staff. The Other Support Staff's day-to-day performance of services, including administrative services, will be subject to immediate and ongoing supervision and evaluation by the Executive Director, or his or her designee(s), to ensure the quality, timeliness and appropriateness of the Other Support Staff's performance. All Executive Director designees overseeing the day-to-day performance of Other Support Staff shall inform the Executive Director of any identified Other Support Staff deficiencies. 6.4 Da -t�a_y Oversight and Evaluation of Providers. The Providers' day-to-day performance of patient care services will be subject to immediate and ongoing supervision and evaluation by the Chief Medical Officer to ensure the quality, timeliness and appropriateness of the Providers' provision of care on VFC's behalf. The Chief Medical Officer shall inform the Executive Director of any identified Provider deficiencies. 6.5 Disciplinary Action. UCLA shall promptly notify the Executive Director, and the Executive Director shall promptly notify UCLA, if either has knowledge of the existence and basis of any action, event, claim, proceeding, or investigation of any Provider about which either is informed (including, without limitation, any report to the National Practitioner Data Bank) instituted by any plaintiff, a government agency, a healthcare facility, a peer review organization, or a professional society, which involves any allegation of negligent conduct raised against any of the Providers and/or that could result in the revocation, termination, suspension, limitation, or restriction, of any Provider's license or authorization required to provide clinical services on VFC's behalf pursuant to this Agreement. 6.6 Reporting Pursuant to Compliance Program. Each Parry agrees to immediately report to the other Party's Compliance Officer if such Party concludes that any Staff has violated either Party's compliance program. 6.7 Staff Removal. The Executive Director may remove Staff from performing services under this Agreement in accordance with the applicable personnel policies and procedures. ARTICLE 7: UCLA AS EMPLOYER 7.1 Compensation of Staff. Subject to Section 7.2, VFC shall not pay the Staff any remuneration or other consideration for their provision of services pursuant to this Agreement. UCLA shall pay all costs related to the Staff s employment, including, without limitation, wages; benefits; applicable federal, state and local employment taxes and withholdings; Social Security contributions; federal and/or state unemployment compensation insurance contributions; Workers' Compensation and professional liability insurance premiums; payroll administration costs and administrative costs related to hiring and termination; and all similar payments and charges required by UCLA's applicable employment practices and policies, contractual and statutory obligations, and conditions of employment. As necessary, UCLA shall remit any employment- related payments and returns ,to government agencies and maintain all the UCLA employees' payroll records. UCLA shall provide payroll processing services for the Staff. 72 Compensation of Executive Director. In accordance with the payment methodology set forth in Exhibit E, attached hereto and incorporated herein by reference, UCLA and VFC shall jointly pay all costs related to the Executive Director's employment, including, without limitation, wages; benefits; applicable federal, state and local employment taxes and withholdings; Social Security contributions; federal and/or state unemployment compensation insurance contributions; Workers' Compensation and professional liability insurance premiums; payroll administration costs and administrative costs related to hiring and termination; and all similar payments and charges required by UCLA's applicable employment practices and policies, contractual and statutory obligations, and conditions of employment. As necessary, UCLA and VFC shall remit any employment-related payments and returns to government agencies, and maintain the payroll records for the Executive Director as to their respective portion of the Executive Director's wages pursuant to Section 9.1.1. Notwithstanding the allocation of the Executive Director's compensation as between the Parties, the Parties understand and agree that the Executive Director shall be responsible for satisfying his or her obligations as a UCLA employee and as a VFC employee. 73 UCLA Policies and Procedures. Nothing in this Agreement shall reduce or detract from the obligation of the Staff, as UCLA employees, from complying with UCLA policies and procedures, including but not limited to UCLA's conflict of interest policies. 7.4 Relationship of Parties. UCLA is at all times acting and performing as an independent contractor with, and not as an employee, joint venturer or lessee of, VFC. Except for the joint employment of the Executive Director pursuant to Section 7.2 and the right of UCLA to be reimbursed by VFC pursuant to Article 9, neither UCLA nor any of its employees, including but not limited to the Staff, shall have any claim under this Agreement or otherwise against the VFC for workers' compensation, vacation pay, sick leave, retirement benefits, Social Security benefits, disability insurance benefits, unemployment insurance benefits, or any other employee benefits. VFC shall not withhold or pay on behalf of UCLA or any of its employees, including but not limited to the Staff, pursuant to this Agreement or otherwise, any sums for income tax 0 (with the exception of income tax obligations applicable to the Executive Director's joint employment pursuant to Section 7.2), unemployment insurance, Social Security, medical, dental, disability, life, retirement, profit sharing, pension, membership fees or any other employee benefits. Nothing in this Agreement shall be construed in such a manner as to constitute an improper delegation of VFC's Board of Directors' ultimate authority over VFC and its federally - approved scope of project. ARTICLE 8: ADDITIONAL UCLA SUPPORT 8.1 Administrative Support Services. UCLA shall provide VFC with the following support services at no charge to VFC: 8.1.1 Medical Malpractice Coverage. UCLA shall provide medical malpractice coverage for Staff, as well as VFC staff, volunteers, and per diem employees, including volunteer physicians and providers. 8.1.2 Credential Verification Services. UCLA shall provide VFC with credential verification services as set forth in Section 5.3. 8.1.3 Translator Support. UCLA shall provide VFC with translators for internal medicine clinics in quantities and at times and locations as the Parties may agree. 8.1.4 Information Technology. UCLA shall provide VFC with the following technical support and services: intranet website hosting, active directory account and domain services, Mednet email services, read access to UCLA patient records (CareConnect access), Telehealth services store -and -forward for retina program, access to free or licensed software (Microsoft, Sophos, etc.), access to ServiceNow ticketing support system, network connectivity, network and system security scanning, and VPN access. 8.1.5 Purchasing System. UCLA shall permit VFC to purchase property and services through the use of its purchasing system. UCLA recognizes that VFC often procures such items using federal grant funds, and hereby certifies that its purchasing system complies with the "Procurement Standards" set forth within 45 C.F.R. Part 75, including the minimum competition standards therein. 8.1.6 Interns. UCLA shall provide VFC with interns in the areas of management, medicine, public health, and social welfare. 8.2 Healthcare Support. UCLA shall provide VFC with the following healthcare support at no charge to VFC or thepatient: 8.2.1 Lab and radiology services for any VFC uninsured patients; 8.2.2 Three outpatient surgeries per month (as well as emergency room suturing); 10 8.2.3 Retinal camera interpretations; and 8.2.4 Primary and specialty care services from faculty, residents, and fellows in the areas of cardiology, dermatology, family medicine, gastroenterology, internal medicine, pediatrics, neurology, obstetrics/gynecology, ophthalmology, psychology, and sports medicine. . 8.3 VFC and UCLA Coordination Regarding Services. The Parties shall meet and confer no less than quarterly regarding the nature and quantity of services provided, and shall cooperate in good faith to resolve any issues regarding the same. Coordination shall be between VFC's Executive Director and the Vice Chancellor of UCLA Health Services. ARTICLE 9: PAYMENT 9.1 Staff Costs. 91.1 Reimbursement of Actual Costs. Payment for Staff services shall be on a cost reimbursement basis with no fee. UCLA shall deliver an "Employee Cost Statement" to VFC, in such form and containing such information as VFC may reasonably require, as soon as reasonably practical following the end of each calendar month during the term of this Agreement. VFC shall pay to UCLA, within fifteen (15) days after submission of such Employee Cost Statement, an amount equal to the "Reimbursable Amount" (as defined below) by transferring such funds to VFC's payroll account, which is then debited by UCLA. For purposes of this section, the "Reimbursable Amount" shall be an amount equal to the sum of the following: (i) Base Salary; (ii) Social Security taxes and payroll taxes; (iii) contributions to, under, or with respect to, the Benefit Plans; (iv) any employee benefits other than those described in item (iii); (v) governmental charges relating to such employment; (vi) costs for workers' compensation claims and coverage; and (vii) any other reasonable costs incurred or accrued by UCLA and agreed in advance by the Parties. In all cases, such costs must be consistent with the requirements of 45 C.F.R. §§ 75.430 and 75.431 to be reimbursable. Additionally, UCLA shall maintain records, which shall be available for VFC's inspection upon request, that support salary costs charged under this contract, including the allocability of Staff costs invoiced under this Agreement. As acknowledged herein, the Executive Director shall be jointly employed by UCLA and VFC, and UCLA shall bear the cost of ninety-five percent (95%) of the Executive Director's base salary. 912 Fair Market Value and No Intent to Induce Referrals. All payments for Staff specified in this Agreement are consistent with what the Parties reasonably believe to be within fair market value for the services to be provided. The Parties understand and agree that nothing in this Agreement is intended to require, nor requires, nor provides payment or benefit of any kind (directly or indirectly) for, the referral of individuals or business to either Party by the other Parry. Specifically, the Parties shall not require or encourage their health and health-related professionals, including but not limited to the Staff, to refer patients to the other Party (or to any other entity or person), and shall not compensate their professionals (including, without limitation, their base 11 salaries and any bonuses paid to them) in a manner that relates to the volume or value of such referrals. 9.2 Administrative Support and Healthcare Support Services. The administrative support services and healthcare support described in Article 8 shall be provided at no charge to VFC. 9.3 No Other Charges. Other than as expressly set forth in this Agreement, UCLA shall not levy any fees or charges whatsoever upon VFC. Any such charges to which UCLA may otherwise believe it is entitled are hereby waived. ARTICLE 10: FEDERALLY FUNDED HEALTH CENTER SAFE HARBOR 10.1 In Kind Services. As described in this Agreement, UCLA provides VFC with certain in-kind services, including certain administrative support services and certain healthcare support, at no charge (hereinafter the "Additional UCLA Support"). The Parties agree and acknowledge that the Additional UCLA Support relate directly to the services provided by VFC as part of the scope of its Section 330 grant project. 102 Expectation and Annual Evaluation. VFC reasonably expects that the Additional UCLA Support will contribute meaningfully to VFC's ability to maintain or increase the availability, or enhance the quality, of the services provided to medically underserved populations in its service area. VFC will re-evaluate this Agreement annually to ensure that the Additional UCLA Support is satisfying, and are reasonably expected to continue satisfying, the standard set forth in this Section. VFC has documented the basis of its present reasonable expectation and, upon each re-evaluation, will further contemporaneously document the basis of its continued reasonable expectation. VFC shall, upon request, promptly submit such documentation to DHHS. VFC shall notify UCLA and cease receiving the Additional UCLA Support at a rate below fair market value if VFC ceases to reasonably expect that the Additional UCLA Support will contribute meaningfully to VFC's ability to maintain or increase the availability, or enhance the quality, of the services provided to medically underserved populations in its service area. 103 Referrals. The Parties specifically acknowledge that neither the aggregate nor annual amount of the Additional UCLA Support has been, or shall be, conditioned or vary based upon (or otherwise be determined by taking into account in any way) the volume or value of any referrals to UCLA by VFC, which referrals or business are reimbursed under any federal health care program. In addition, the Additional UCLA Support provided hereunder is not intended to be an inducement, payment or benefit of any kind for the referral of patients or of business by one Party (or its affiliates) to the other Parry (or its affiliates). All referrals will be based on medical appropriateness and patient choice. 10.4 Non -exclusivity. The Parties acknowledge that nothing in this Agreement restricts, or is intended to restrict, VFC's ability, if it chooses, to enter into agreements with other providers or suppliers of comparable goods, items, or services, or with other donors. 12 105 Freedom of Choice and Disclosure to Patients. Each Party recognizes and agrees that each Party's health professionals who perform services on its behalf, whether as employees or as independent contractors, shall have sole and complete discretion, subject to any valid restriction(s) imposed by participation in a managed care plan, to refer patients to any and all provider(s) based upon the health professional's clinical judgment and the best interests of the patient. All patients of each Party may, subject to any valid restriction(s) imposed by participation in a managed care plan, request referral to any provider(s) they choose. VFC will provide effective notification to patients of their freedom to choose any willing provider. The notification will be provided in a timely fashion and in a manner reasonably calculated to be effective and understood by the patients. In addition, VFC will disclose the existence and nature of this Agreement to patients, upon their request. The disclosure will be provided in a timely fashion and in a manner reasonably calculated to be effective and understood by the patients. 10.6 Agreements. The Parties acknowledge that this Agreement, together with any other contracts between them, will be included in a master list of contracts stored in a central location by VFC, kept up to date, maintained in a manner that preserves the historical record of arrangements, and made available for review by the Secretary of DHHS and other authorized government officials upon request. 10.7 Safe Harbor. The Parties agree that it is their understanding and intent that this Agreement complies with applicable federal and state laws and regulations, including but not limited to so-called fraud and abuse laws (e.g., the False Claims Act, the Anti -Kickback Statute, the Civil Monetary Penalties law, and the Physician Self -Referral law ("Stark")). Specifically, the Additional UCLA Support is intended to comply with the safe harbor for federally -funded health centers under the Federal Anti -Kickback Statute, as set forth in 42 U.S.C. § 13 20a-7b(b)(3), with final implementing regulations set forth at 42 C.F.R. §1001.952(w), and related policies and precedents established by the DHHS Office of Inspector General, and shall be interpreted and applied in a manner consistent with such statutory and regulatory requirements. ARTICLE 11: USE OF NAME The Parties agree that any use of the "UCLA," "University of California," or other similar references to the UCLA or its facilities by VFC shall be subject to the prior written approval of the Regents of the University of California in accordance with the provisions of applicable law, including but not limited to California Education Code Section 92000. ARTICLE 12: CONFIDENTIALITY OF PROPRIETARY INFORMATION Except as is necessary in the performance of this Agreement, or as authorized in writing by VFC or by law, UCLA agrees that neither it nor any employees, agents, and contractors of UCLA, including, but not limited to, the Staff, shall disclose to any person, institution, entity, company, or any other party, any information directly or indirectly related to VFC's operations that UCLA or UCLA employees and/or contractors, including but not limited to the Staff, receive as a result of performing obligations under this Agreement. The rights and obligations of this 13 Article 12 shall survive expiration or termination of this Agreement. Notwithstanding anything contained in this Article 12, the Parties acknowledge that UCLA is subject to the California Public Records Act ("CPRA') and that this Agreement and other business records constitute a public record of a type that is generally required to be disclosed upon request. ARTICLE 13: RISK MANAGEMENT 13.1 Risk Manaizement/Incident Reporting. The Parties agree that all services provided by the Staff under this Agreement shall be subject to UCLA's risk management program. 13.2 Cooperation in Claims. VFC and UCLA agree to cooperate with each other in the timely investigation and disposition of audits, peer review matters, disciplinary actions and third - party liability claims arising out of any services provided under this Agreement. The Parties shall notify one another as soon as possible of any adverse event which may result in liability to the other Party, and/or if there is a subpoena or other request for information (including requests for interviews of UCLA personnel), other than routine requests from patients or payors in the ordinary course of business regarding a Party's billing, services, documentation, or this Agreement. It is the intention of the Parties to fully cooperate in the disposition of all such audits, actions or claims. Such cooperation may include, but is not limited to, timely notice, joint investigation, defense, disposition of claims of third parties arising from services performed under this Agreement, and making witnesses available. 13.3 Records Access. To the extent allowed by law, VFC and UCLA shall have reasonable and timely access to the medical records, charts, applicable Staff minutes and/or quality assurance data of the other Party relating to any claim or investigation related to services provided by the Staff pursuant to this Agreement; provided, however, that nothing shall require either VFC or UCLA to disclose any peer review documents, records or communications which are privileged under Section 1157 of the California Evidence Code, under the Attorney -Client Privilege or under the Attorney Work -Product Privilege. ARTICLE 14: CONFIDENTIALITY OF PATIENT INFORMATION 141 Medical Records. The Staff shall establish and maintain medical records using VFC's information technology system and shall comply with VFC's and UCLA's applicable patient privacy policies. VFC shall retain exclusive ownership of all data contained in the VFC patients' medical records, regardless of whether such data is in paper or electronic format. 142 Compliance with Applicable Law. UCLA agrees that its access to VFC's patient information shall be in accordance with all applicable federal and state laws and regulations (including, but not limited to, the Health Insurance Portability and Accountability Act and its implementing regulations set forth at 45 C.F.R. Part 160 and Part 164 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH")). 14 143 Business Associate. UCLA may be considered a "Business Associate" under HIPAA. Therefore, the Parties hereby agree to enter a Business Associate Agreement, attached hereto as Exhibit F, which shall govern the handling, use and disclosure of protected health information during the term hereof. The Parties agree to amend or restate the Business Associate Agreement as necessary to ensure continued compliance with the applicable provisions of HIPAA and HITECH. 14.4 Survival. The rights and obligations of this Article 14 shall survive expiration or termination of this Agreement. ARTICLE 15: BUSINESS RECORDS 15.1 Programmatic Information and Reports. UCLA shall prepare, maintain and furnish, for the term of this Agreement, programmatic information and reports which pertain, directly or indirectly, to the services provided by UCLA pursuant to this Agreement and which VFC and/or DHHS may reasonably deem appropriate and necessary for the monitoring and auditing of this Agreement, in such form and with such frequency as VFC and/or DHHS mayprescribe. 15.2 Audits. As applicable, UCLA agrees to assist and cooperate with VFC regarding any Subpart F audit (formerly "A-133 audit") (and all audit -related requirements and responsibilities) performed in connection with the activities contemplated hereunder. 15.3 Document Retention. UCLA shall prepare and maintain financial records and reports, supporting documents, statistical records, and all other books, documents, papers or other records related and pertinent to this Agreement for a period of four (4) years from the date this Agreement expires or is terminated. If an audit, litigation, or other action involving the records is started before the end of the four (4) year period, UCLA agrees to maintain the records until the end of the four (4) year period or until the audit, litigation, or other action is completed, whichever is later. 15.4 Access to Documents. UCLA shall make available to VFC, DHHS and the Comptroller General of the United States, or any of their duly authorized representatives, upon appropriate notice, access to such financial records, reports, books, documents, and papers as may be necessary for audit, examination, excerpt, transcription, and copy purposes, for as long as such records, reports, books, documents, and papers are retained. This right also includes timely and reasonable access to the Staff for the purpose of interview and discussion related to such documents. UCLA shall, upon request, transfer identified records to the custody of VFC or DHHS when either VFC or DHHS determine that such records possess long term retention value. 15.5 Survival. The rights and obligations of this Article 15 shall survive expiration or termination of this Agreement. 15 ARTICLE 16: INSURANCE 16.1 VFC Insurance. VFC at its sole cost and expense, shall maintain programs of insurance as follows: (a) Comprehensive or Commercial Form General Liability Insurance with a limit of one million dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) aggregate. If such insurance is written on a claims -made form, it shall continue for three (3) years following termination of this Agreement. (b) Directors and Officers Insurance in a form and amount of $1,000,000 per occurrence and $1,000,000 aggregate. (c) Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of the Parties against other insurable risks. It is expressly understood that the coverages required under this Section 16.1 shall not in any way limit the liability of VFC. The coverages referred to under Section 16.1(a) shall include UCLA as an additional insured. Such a provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of VFC, its officers, agents, and/or employees. VFC, upon the execution of this Agreement, shall furnish UCLA with Certificates of Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days' advance written notice to UCLA of any modification, change or cancellation of any of the above insurance coverages. 162 UCLA Insurance: UCLA shall maintain insurance or self -insure its activities in connection with this Agreement, including, but not limited to, the provision of services by the UCLA Staff and volunteers, as well as the provision of Human Resources Support, Administrative Support Services, and Health Care Support, by maintaining programs of insurance as follows: (a) Professional Medical and Hospital Liability self-insurance with limits of five million dollars ($5,000,000) per occurrence, with a general aggregate of ten million dollars ($10,000,000). If such insurance is written on a claims -made form, it shall continue for five (5) years following termination of this Agreement. The insurance shall have a retroactive date prior to or coinciding with the effective date of this Agreement and a deductible of no more than five hundred thousand dollars ($500,000). In the event that a claims -made policy is canceled or non - renewed, then UCLA shall obtain extended reporting (tail) coverage for the remainder of the five (5) year period. (b) General Liability Self -Insurance Program with a limit of five million dollars ($5,000,000) per occurrence. If such insurance is written on a claims -made form, it shall continue for three (3) years following termination of this Agreement. 16 (c) Workers' Compensation Self -Insurance Program covering UCLA's full liability as required by law under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time. (d) Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of the Parties against other insurable risks relating to performance. It is expressly understood that the coverages required under this Section 16.2 shall not in any way limit the liability of UCLA. UCLA agrees to extend the terms and conditions of its general liability and medical malpractice insurance policies to include all operations of VFC performed byUCLA Faculty and Staff. UCLA, upon the execution of this Agreement, shall furnish VFC with Certificates of Self - Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days' advance written notice to VFC of any modification, change or cancellation of any of the above self-insurance coverages. 163 Survival. The rights and obligations of this Article 16 shall survive expiration or termination of this Agreement. ARTICLE 17: INDEMNIFICATION UCLA shall remain solely responsible for the manner in which its employees, agents, students, and volunteers, including but not limited to the Staff, perform the services required of them under this Agreement, and will indemnify and hold harmless VFC against any and all suits, claims or liability for damages arising from any tortuous acts or omissions of a person who is an employee, agent, student, or volunteer of UCLA, including but not limited to the Staff. Such a provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of UCLA, its officers, agents, Trainees, and/or employees. ARTICLE 18: TERM This Agreement is effective upon execution and will continue for until terminated in accordance with Article 19 (Termination). ARTICLE 19: TERMINATION 19.1 Termination Without Cause. Either Party may terminate this Agreement at any time without cause upon not less than (1) year's prior written notice of termination to the other Party, or at any time upon the Parties' mutual agreement. 17 19.2 Termination for Cause. Either Party may. terminate this Agreement for cause immediately upon a Party's prior written notice to the other Party. "Cause" shall include, without limitation: 192.1 A material breach of this Agreement, subject to a sixty (60) day cure opportunity and a failure to cure by the end of the sixty (60) days. This cure period shall be shortened if a shorter period is necessary for VFC to conduct its regular business and/or if continuing with this Agreement threatens VFC's continued designation as a FQHC and/or its receipt of Section 330 grantfunding; 1922 VFC loses any essential accreditation, license or permit necessary for VFC to furnish primary care services; 1923 Either Party's voluntary initiation of bankruptcy proceedings or inability to pay its liabilities as and when they become due, or in the event that involuntary bankruptcy proceedings are commenced against a Party that are not dismissed within sixty (60) days; or 1924 Either Party becoming an Ineligible Person, as defined in Section 23.7. 19.3 Termination for Personnel Policies and Procedures. If the VFC Board of Directors fails to approve any UCLA personnel policy or procedure in accordance with Section 2.5, UCLA shall have the right to terminate this Agreement by providing VFC with six (6) months' written notice. 19.4 HRSA Approval. The Parties acknowledge that this Agreement may be subject to approval by HRSA. If HRSA does not approve of the terms and/or conditions set forth in this Agreement, the Parties agree to revise or terminate this Agreement accordingly. 19.5 Termination for Noncompliance. The Parties believe and intend that this Agreement will, when executed, comply with all relevant federal, state and local laws as well as relevant regulations and accreditation standards, including but not limited to Section 330 (as implemented by regulations and HRSA guidance), HIPAA, HITECH, Medicare Fraud and Abuse laws (including the Anti -Kickback Statute), the Stark Law, and the principles of tax exemption as set forth in federal and state tax law, specifically including the proscriptions against private inurement and private benefit, and all of the rules and regulations promulgated pursuant to, and all of the cases or opinions interpreting such statutes and laws (collectively for purpose of this section, "Laws"). Except as expressly provided for the Additional UCLA Support, as set forth in Article 10, the purpose of this Agreement is to enter into a commercially and fair market value arrangement. Should a Party have a good faith belief based on written opinion of counsel that this Agreement creates a material risk of violating any such Laws, or any revisions or amendments thereto, or should a Party be notified by any governmental agency or its counsel thatperformance under this Agreement creates a risk of violation of any statutes, rules or regulations, such Party shall give written notice to the other Party regarding such belief (providing a copy of such legal opinion) or notice. If time allows, the Parties shall then make a good faith effort to reform this 18 Agreement to comply with such Laws. In that case, if, within one hundred eighty (18 0) days of a Parry first providing written notice to the other Party of the need to amend this Agreement to comply with the Laws, the Parties acting in good faith, are (a) unable to mutually agree upon and make amendments or alterations to this Agreement to meet the requirements in question, or (b) alternatively, the Parties determine in good faith that amendments or alterations to the requirements are not feasible, then a Party may terminate this Agreement upon one hundred eighty (180) days prior written notice. Notwithstanding the foregoing, if a violation of the Laws is occurring, and time does not allow for amendment or alteration as described in this Section 19.5, then a Party may terminate this Agreement immediately upon written notice to the other Parry. ARTICLE 20: DOCUMENTS AND DATA VFC shall be the owner of all documents and data regarding VFC gathered by UCLA and the Staff during the term of this Agreement. Upon VFC's written request, UCLA will provide to VFC all copies of documents and data that it and the Staff received regarding VFC, whether in hard copy or electronic form, within thirty (30) days of the termination of this Agreement. ARTICLE 21: DISPUTE RESOLUTION Any dispute between the Parties to this Agreement concerning the subject matter of this Agreement shall first be resolved by informal discussions between the Parties, subject to good cause exceptions, including, but not limited to, disputes determined by either Party to require immediate relief (i.e., circumstances under which an extended resolution procedure may disrupt VFC's daily operations). Any dispute that has failed to be resolved by informal discussions between the Parties within a reasonable period of time of the commencement of such discussions, not to exceed sixty (60) days, may be resolved through any and all means available. ARTICLE 22: NOTICES All notices required under this Agreement shall be deemed to have been fully given when made in writing and deposited in the United States mail, postage prepaid, certified mail, return receipt requested, or electronic mail, and addressed as follows: 19 TO UCLA: Robert A. Cherry, M.D. Chief Quality and Medical Officer, UCLA Health 957 Westwood Blvd., Administration Los Angeles, CA 90024 With a copy to: Chief Counsel, UCLA Health 924 Westwood Blvd., Suite 505 Los Angeles, CA 90024 TO VFC: Elizabeth Benson Forer Chief Executive Officer and Executive Director Venice Family Clinic 604 Rose Avenue, Venice CA 90291 eforer@ mednet.ucla.edu The foregoing addresses may be changed and/or additional persons may be added thereto by notifying the other Party hereto in writing and in the manner herein set forth. All notices shall be effective upon receipt. ARTICLE 23: MISCELLANEOUS 23.1 Disclosure of Liti ag tion. Each Party represents and warrants that, except as set forth in Exhibit G, it is not engaged in or a party to or threatened with any suit, action, proceeding, inquiry, enforcement action, investigation, claim or demand or legal, administrative, arbitration or other method of settling disputes or disagreements (a) relating to billing practices or alleging healthcare fraud or abuse or (b) that could have a material adverse effect on its continued ability to perform any or all of its duties and obligations under this Agreement (collectively, "Disputes"). VFC covenants to promptly disclose to UCLA and UCLA covenants to promptly disclose to VFC the existence or material change in status of any Dispute throughout the term of this Agreement. 232 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California. 233 Change in Law. Notwithstanding anything set forth herein, in the event of a change in law or regulation, or upon the issuance of an order from a lawful authority, including but not limited to a court of law, a regulatory agency or a quasi -regulatory agency, binding upon a Party, the Parties shall meet and confer to amend this Agreement as necessary to effect any such change in law or regulation or order, if a Party determines, in good faith and upon advice of counsel, that such amendment is necessary for purposes of compliance with such change in law or regulation or order. However, if either party determines in good -faith that it is unable to comply with any new 20 or revised statute or regulation, that party shall have the right to terminate this Agreement upon one hundred eighty (180) days' notice. 23.4 Compliance with Applicable Law. This Agreement is made pursuant to and shall be governed by the laws of the State of California, as well as all applicable federal laws, regulations, and policies, including, but not limited to, all laws, regulations, policies, and other terms applicable to VFC's Section 330 grant. Should such laws be amended as to modify this Agreement, such amendment shall be incorporated herein and immediately effective between the Parties. 235 Certain Federal Requirements. The Parties acknowledge that VFC may, from time to time in its sole discretion, pay some of the amounts due under this contract with federal funds. As such, UCLA must comply with the following: 23.5.1 The Civil Rights Act of 1964 and all other federal, state or local laws, rules and orders prohibiting discrimination; and consistent with the foregoing, the Parties shall comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations at 41 C.F.R. Part 60; 23.5.2 All applicable standards, orders, and regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. § 1857 et. seq.) and the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), as amended; and 23.5.3 The certification requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). 23.6 Collaboration with Other Providers. Subject to Paragraph 2.1 above, this Agreement shall not restrict VFC's ability to make every reasonable effort to establish and maintain collaborative relationships with other health care providers in VFC's service area (as required by Section330(k)(3)(B)). 23.7 Exclusion. Each Party hereby certifies that it is not an "Ineligible Person" which is defined for purposes of this section to mean an entity that (i) is debarred, suspended, or otherwise excluded from Medicaid, Medicare and/or any other applicable federal or state healthcare program (42 U.S.C. § 1320a -7(a)); or (ii) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. §1320a -7(a), but has not been excluded, debarred, suspended, or otherwise declared ineligible. UCLA shall confirm, on a monthly basis, that neither it nor any of the UCLA employees and,contractors providing services on behalf of VFC pursuant to this Agreement, including but not limited to the Staff, qualify as an Ineligible Person. (The debarment and suspension list can be found at www.sam.gov and the Office of Inspector General (OIG) exclusions list can be found at http://oig.hhs.gov/exclusions/.) UCLA shall promptly notify VFC upon receipt of any notice, whether or not official, that UCLA or any of the UCLA employees or contractors providing services on behalf of VFC pursuant to this Agreement, including but not limited to the Staff, has become or may become an Ineligible Person during the term of this Agreement. If any of the 21 UCLA employees or contractors providing services on behalf of VFC pursuant to this Agreement, including but not limited to the Staff, becomes an Ineligible Person, such Ineligible Person shall be removed from performing any duties pursuant to this Agreement in accordance with applicable UC policy and collective bargaining agreements. 23.8 Third Party Beneficiaries. The Agreement is not intended to benefit, and shall not be construed to benefit, any person or entities other than the Parties hereto or to create any third - party beneficiary right for any other person or entity. 239 No Assignment. Neither Party shall assign their rights, duties, or obligations under this Agreement, either in whole or in part, without the prior written consent of the other. 23.10 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been a part of the Agreement, and the remaining provisions shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement. 23.11 Waiver. Waiver by either Party of any breach of any provision of this Agreement or warranty of representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative. 23.12 Exhibits. Any and all exhibits attached hereto are incorporated herein by reference and made a part of this Agreement. 23.13 Modifications and Amendments. This Agreement may be amended or modified at any time by mutual written consent of the authorized representatives of both Parties. 23.14 Non -Discrimination. Neither Party shall discriminate against any VFC patient in the provision of services under this Agreement whether on the basis of the patient's coverage under a benefit plan, age, sex, marital status, sexual orientation, race, color, religion, ancestry, national origin, disability, handicap, health status, source of payment, or utilization of medical services. 23.15 Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or written, and all other communications between the Parties relating to such subject matter. 23.16 Authority. Each signatory to this Agreement represents and warrants that he or she possesses all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he or she is signing. 22 ARTICLE 24: SUPERSESSION As of this effective date of this Agreement, this Agreement prospectively supersedes the agreement entered into by the Parties on June 14, 2016 covering the same or similar subject matter. Such prospective supersession does not, and shall not be construed to, waive, or otherwise void or vitiate, any rights or obligations (including, but not limited to, those relating to insurance and indemnification) of either Party under the prior agreement to the extent such rights or obligations pertain to activities or events that occurred during periods covered by the prior agreement. ARTICLE 25: COUNTERPARTS This Agreement may be executed in one or more counterparts, and by facsimile or pdf signature, each of which shall be deemed an original, and all of which shall together be deemed to constitute one agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date set forth above by their duly authorized representatives. THE REGENTS OF THE UNIVERSITY OF VENICE FAMILY CLINIC CALIFORNIA u, By:a By: resident, UCLA e Ith, CEO and Executive Director, Title: CEO, UCLA Hospital System Venice Family Clinic Title: Date: 8/6/2021 Date: August 9, 2021 23 EXHIBIT A CLINICS, ADMINISTRATIVE AND OPERATIONAL SITES Venice Family Clinic Milken Family Foundation Medical Building and Frederick R. Weisman Family Center 604 Rose Avenue Venice, CA 90201 Common Ground HIV program 622 Rose Avenue Venice, CA 90201 Irma Colen Administration Building 12099 Washington Blvd. Suite #304 Culver City, CA 90066 Robert Levine Family Health Center 905 Venice Boulevard Venice, CA 90201 Simms/Mann Health and Wellness Center 2509 Pico Boulevard Santa Monica, CA 90405 Santa Monica High School (part-time clinic) 601 Pico Boulevard Santa Monica, CA 90401 Irma Colen Health Center 4700 Inglewood Avenue, #102 Culver City, CA 90230 Lou Colen Children's Health and Wellness Center 4700 Inglewood Avenue, s#101 Culver city, CA 90230 Sandy Segal Youth Health Center (part-time clinic) 4401 Elenda Avenue Culver City, CA 90230 OPCC Annenberg Access Center (part-time clinic) 503 Olympic Boulevard Santa Monica, CA 90401 Venice Family Clinic, Warehouse and Administrative building 8933 S. La Cienega Boulevard Inglewood, California 90301 25 Bill's Clinic at Safe Place for Youth (part-time clinic) 2469 Lincoln Boulevard Venice, CA 90291 Children First Early Head Start (five locations) 1. 111 N. La Brea Avenue, Suite 410 Inglewood, CA 90301 2. 10318 S. Prairie Ave Inglewood, CA 90303 3. Hawthorne United Methodist Church 4754 West 120th Street Hawthorne, CA 90250 4. Midnight Mission (Home Light Family Services) 339 East Plymouth Street Inglewood CA 90302 (they do not advertise this address for confidentiality of housing clients) 8810 Emerson Ave. Los Angeles, CA 90045 NR EXHIBIT B STAFFING TITLES / POSITIONS ACCOUNTANT2 ACCOUNTANT 4 SUPERVISOR ADMINISTRATIVE ANALYST PRINCIPAL ADMINISTRATIVE ANALYST 1 & 2 SERNIOR ADMINISTRATIVE ANALYST ADMINISTRATIVE NURSE 4 ADMINISTRATIVE SPECIALIST ASSOCIATE PHYSICIAN DIPLOMATE ASSISTANT TO DEAN, DIRECTOR, CHAIR 1 AUTO EQUIPMENT OPERATOR, SENIOR ADMINISTRATIVE ASSISTANT 1, 2 & 3 ADMINISTRATIVE ASSISTANT 2 SUPERVISOR CHILD DEVELOPMENT CENTER TEACHER 1 CLERK, SENIOR CLINICAL NURSE 2 CLINICAL NURSE 3 SUPERVISOR CLINICAL SOCIAL WORKER 3 CLINICAL SOCIAL WORKER, CHIEF ASSOCIATE CLINICAL SOCIAL WORKER SUPERVISOR CLINICAL SPECIALIST COMMUNITY HEALTH PROGRAM MGR COMMUNITY HEALTH PROGRAM REPRESENTATIVE COMMUNITY HEALTH PROGRAM ASSISTANT COMMUNITY HEALTH PROGRAM REPRESENTATIVE, SENIOR COMMUNITY HEALTH PROGRAM SUPERVISOR COMPUTING RESOURCE MGR 1 DENTAL ASSISTANT DENTAL HYGIENIST DENTIST ASSOCIATE DENTIST, SENIOR DIETITIAN DIRECTOR DIRECTOR ASSOCIATE ASSISTANT DIRECTOR FACILITIES MECHANIC FACILITIES WORKER HOSPITAL ASSISTANT 4 HOSPITAL LAB TECHNICIAN 1 HOSPITAL LAB TECHNICIAN 3 SUPERVISOR MEDICAL ASSISTANT 2 & 3 MANAGER 27 MANAGEMENT SERVICES OFFICER 1, 2 & 3 NURSE PRACTITIONER 2 OPTOMETRIST, SENIOR PATIENT BILLER 2, 3 & 4 PATIENT RECORDS ABSTRACTOR 2 & 3 PHARMACIST, SENIOR, SUPERVISOR PHARMACY TECHNICIAN 1 & 2 PHYSICIAN ASSISTANT PHYSICIANS, SENIOR PROGRAMMER ANALYST 1, 2 & 3 PROGRAMMER ANAYLST 2, SUPERVISOR PUBLIC ADMINISTRATIVE ANALYST PUBLIC ADMINISTRATIVE ANALYST, SENIOR PUBLIC ADMINISTRATIVE ANALYST SUPERVISOR PUBLIC EVENTS MANAGER, SENIOR SECURITY GUARD ASSISTANT SOCIAL WORK ASSOCIATE STAFF PHARMACIST 1 SENIOR VOCATIONAL NURSE SENIOR VOCATIONAL NURSE SUPERVISOR WRITER, SENIOR 28 EXHIBIT C EXECUTIVE DIRECTOR Elizabeth Benson Forer Chief Executive Officer and Executive Director Venice Family Clinic 604 Rose Avenue Venice, CA 90291 (310) 664-7901 eforerAmednet.ucla. edu 29 EXHIBIT D EXECUTIVE DIRECTOR JOB DESCRIPTION Title Cale Cnadc AK -111 Till. Eff rive TAX -rNOI)ISA(3REL-'.MENl'Wl*nl'lllFCLASSIFICATION RLWES-F-D). 0245 11SP -7 I Dincla I DEPARTMEN r HEAD - I HAVE REVIEWED ON 7111S FORM IS CORRECT AND COMPU,.-I'P, AND TFIE STATFMENTSION IIIIS FORM AND CERTIFY T'C7 b4a,rantru CodeDATr FZ= 4230 149118 I ITM"fill VILM11 k tt XIMILtaklall II&I W1,1111 *4 W1111 1111301 3LM Oki 6[00RI DAVID GEFFEN SCHOOL OF WDICINE at UCLA ,%anagemew & Senior Professional Prograin JOB DESCRIPTION RE-ASON FOR PREPARING DESCRITI ION: []NEW POSITION [--IRECLASSIFICATION REQUESTED OUPDATEfREVIEW REQUESTED E]UPDATEIFOR RECORDS ONLY* INCUMBENT'SNAME niTARIW—NT % or 11MFI OCAREER UMSPCONTRACY F117AWMIRIM VLl1'rFrAMfl.YC'I3N1C I 1100 I cluiiFrir) PRESENT P TITLE CODE WORKING TITI-r IF DIFFERENT REQUESTED PAYROLL T=- RLQ. 0 DIRECTOR 0245 C.E.O. SUPERVISOR'S NAME PAYROU"ITTU". DR. NEIL PARKER SR. ASSOCIATE DEAN DEPARTMENT HEAD'S NAME TITI,,,E R. DR. NCB. PARKER SSSOMTE DEAN 'NsTRUCrIONS; Attach the Mlowwg and submit to David Geffen School of NUdicine Offm of flumn Resources. • Brict narrative dcscription, of the navow and purpose ofthe organization; description of the context in which the position provides support to accomplish the departmental objectives; and extent of authority to take action for each major hand ion assigned, die impact of those actions and any responsibility for policy looraulation. • ClUrClu OffAniMi0old Chflfl. Basic Science or Clinical Administrator addendum (if appropriate) Cover letter from ChairiDepartment Head surnmanzing Buis for requestcd classification, proposed tflouive date and salary. NOTE: R"tassification Hill automatically be eflealiv on the Brit day to the month falloiring the receipt of the request in DGSOMHR mdos otherwise req—ted in writing. LIST LICENSES, CERTIFICATES, DFGRFFS OR CREDFNTJAJ-S TRAI ARE REQTJTRFD BY LAW FOR ITIF, JOB si(iNATijRi.,(siGNArt-,RFslNDICAIL;NEnItERAGRF.IM- -rNOI)ISA(3REL-'.MENl'Wl*nl'lllFCLASSIFICATION RLWES-F-D). EMP1,0YEF - CERTFY THAT T14E INFORMATION IMMEDIATE SUPERVISOR - I IJAVE REVIEWED DEPARTMEN r HEAD - I HAVE REVIEWED ON 7111S FORM IS CORRECT AND COMPU,.-I'P, AND TFIE STATFMENTSION IIIIS FORM AND CERTIFY T'C7 IE STAXEM "I TS ON 'n 11 S FORM AND CER I - D MY JOB AS I UNDERSTAND IT. THEIR ACCURACY. TrY TO THEIR ACCURACY. �119119 tl SIGNATURE /DATE SIUNATIJRE /DATE sI(,N.A1TJRFJDA1E. 30 Directly supervises the following employees Nam* Job Title Andrea Blackbird CFO Naveena Ponnusamy Director Despina Kayichian CMO Stacy Scarborough Chief HR Officer/ Director of EHS Program Amy Tebo Sr. Admin Analyst Anita Zamora coo Supervises through subordinates: 9 of Emnloyees Job Title Associate Physicians FISCAL RESPONSIBILITY: Report annual revenue/expenditures by fund source (e -g. departmental fund. Contract and grants, income) and FTE's for the preceding fiscal year and current fiscal year_ FUNDSOURCE PRECEDING FISCAL YEAR CURRENT FISCAL YEAR REVENUE EXPENDITURE $53-1 million $549 million CONTRACTS AND GRANTS DEPARTMENTALFUNDS, FTE OTHER FACTORS: State other responsibilities, skills and knowledge, including features that are unique to your position that should be considered in making a classification determination_ 31 Major duties: Briefly describe the nature and purpose of the organization and in what context this position provides support to accomplish the department objectives. Include the extent of the authority to take action for each major function assigned, the impact of those actions and any responsibility for policy formulation. Venice Family Clinic is a private, nonprofit community-based organization providing quality comprehensive primary health care, specialty care, behavioral and mental health, dental care, health education and child development services, health insurance enrollment services, and care management services to people with low incomes. Many of the people served by the Clinic are working at low wage jobs, are unemployed, or are homeless. Many do not have health insurance. The Chief Executive Officer and Executive Director has overall responsibility for the management of the organization. The CEO and Executive Director is hired by and responsible to the Clinic's Board of Directors. She meets with the President, UCLA Health to keep UCLA Health updated on Venice Family Clinic activities. She/he is responsible for implementing the goals and objectives set by the Board in following its mission "to provide quality primary health care to people in need." Specific areas of responsibility are as follows: 1. Mission Stewardship • Provides leadership for integration of the VFC mission, goals, and objectives. • Models commitment to the principles of collegiality, collaboration, and accountability and influences senior management to enthusiastically demonstrate these attributes to all customers served. • Plans effectively with senior management and communicates a common dedication and commitment to the Clinic's mission, goals, objectives, and programs with all stakeholders. • Seeks ways and means to improve the delivery of health care in the Clinic's service areas. 2. Strategic Planning and Marketing Establishes a progressive strategic planning process with definitive goals and objectives, and maintains a favorable image in the service area by effective communications and community relations programs. Assures that plans are implemented and maintained for the Clinic, and that financial, human resources, and operating targets defined in the plans are achieved. Identifies and works collaboratively to form partnerships with key constituencies. Initiates, develops, and maintains cooperative relationships with the business community, hospitals, organizations, and communities that expand the effectiveness of the Clinic's delivery system. ON • Represents VFC at meetings/conferences of various civic, professional and community groups, and regulatory agencies. Visions and evaluates the effects of external forces in order to establish the necessary strategic direction for the Clinic. Facilitates a process by which the Clinic's Board of Directors, senior management team and other constituencies are provided a forum for analysis, input, and implementation of strategic direction. 3. Human Resources Leadership and Professional Development • Uses a proactive leadership style to model and promote a culture of trust and communication. Seeks suggestions and input from staff and colleagues. Promotes an active participation of staff in the decisions affecting them. • Organizes the Clinic's operations through an appropriate administrative structure, departmentalization, and the delegation of functions. • Achieves the Clinic's objectives by effective administration accomplished through the selection, development, and motivation of leadership and support staff personnel. Continuously reviews and provides feedback and appropriate recognition pertaining to their efforts. • Establishes, maintains and enhances effective relationships and communications with and among personnel, volunteers, and other constituencies while promoting strong working and interpersonal relationships. • Fosters good employee morale by promoting and supporting effective employee relations' strategies that support the mission and values of the VFC. • Promotes a values based culture consistent with the mission and values of the VFC. • Oversees succession planning within the Clinic in order to identify leadership talent for promotion to higher levels of responsibility. Supports Clinic managers as they identify and implement personal goals and attend educational programs that foster progressive self -development. • Provides support to Human Resources to implement fair and competitive compensation and benefit programs for all levels of employees. • Integrates the human resources plan into the Clinic's overall strategic planning process. • Promotes individual and cultural development by creating an atmosphere of a continuous learning organization. • Maintains professional growth through workshops, professional Affiliations andjournals. • Participates as appropriate in continuing educational programs and activities that pertain to health care and Clinicmanagement. • Develops and implements an annual plan of personal and professional 33 development. • Demonstrates the competencies necessary to influence others' behaviors toward a common dedication to the VFC' mission, goals, and objectives. • Represents the Clinic in community related and professional activities. 4. Fiscal Management - Assures that the Clinic provides high-quality health care services in a cost effective manner. This area is dependent on the work of the senior management team as follows: COO/Deputy Director; CFO; CMO; Chief of HR and Children First Early Head Start; CDO; Communications Director; and CIO. • Submits reports to the Clinic's Board of Directors with effective analyses of current financial performance, accomplishment of established goals and objectives, and appropriate corrective measures to betaken. • Plans for capital equipment needs. • Plans the use of the Clinic's physical, financial, and human resources, and maintains all physical properties in a good state of repair and operating condition and in compliance with regulatory standards. • Arranges contractual relationships with consultants, contractors, etc. on behalf of the Board in planning and developing facilities, finances, and personnel programs. • Works to balance mission and financial margin, and effectively communicates successes in both areas. • Develops and maintains positive relationships with payers and negotiates prudent contracting arrangements through assignedpersonnel. • Plans for and supports efforts of the Clinic's development function through assigned personnel. • Provides direction and supervision of the Chief Financial Officer to ensure development of all annual and special budgets, and monitoring of operating and capital budgets. 5. Governance —Establishes and maintains open and effective communications with the Board of Directors. • Assists the Board of Directors by developing technical source materials for use in deliberations. • In accordance with the Clinic's bylaws and policies, refers all matters requiring approval to the Board ofDirectors. • Orients and informs the Board of Directors on current health care trends, issues, problems, activities, community health needs and Clinic operations to facilitate policymaking. This is done in conjunction with senior managers, program directors and other staff and volunteers with expertise in these areas. • Recommends Clinic policy positions concerning legislation, government, administrative policies, public policy matters, and litigation. Works with legislators, regulatory agencies, etc. to assure that legislative and regulatory policies promote the health of the community. This is also accomplished through work with the senior managers, advocacy team and public policy 33 committee. • Assists the Board of Directors in identifying potential Board members with diverse experience. • Facilitates Board education sessions and retreats as needed. Informs the Board of Directors on strategic initiatives, operational and financial effectiveness, human resources matters, quality improvement, safety, and risk management programs. The areas of operational effectiveness, quality improvement, safety and risk management is primarily the responsibility of the COO/Deputy Director and CMO who are both supervised by the CEO. The area of financial effectiveness is a primary responsibility of the CFO with ongoing work and input of the entire Senior Management team. Works directly with Chair and Chair -Elect to organize all Board meetings. 6. Customer Service/Quality Management — This area is accomplished through the supervision of the COO/Deputy Director. The COO/Deputy Director works in conjunction with the CMO to ensure high quality customer services and quality management. The COO/Deputy Director monitors the quality of the Clinic's health care services through coordination with the Board of Directors, CMO, physicians and patient care personnel to assure high quality health care within the Clinic's service area. • Creates a culture within the Clinic that is dedicated to high quality customer services. • Consults with CMO, medical, dental, and patient care staff concerning the quality of patient care within the Clinic facilities. • Works with the CMO to continually seek ways to either improve current health care delivery systems or explore innovative new approaches to improve the human condition. • Works with the Management Team to assure compliance with all regulatory agencies by continually monitoring the Clinic's service delivery and by initiating changes as required. • Anticipates the impact of a rapidly changing regulatory and market environment on the Clinic by evaluating and responding to local, regional, state, and federal regulations that affect the delivery and financing of health care services. • In consultation with the CMO, monitors the satisfaction and usage of the Clinic by patients and implements improvement plans that enhance the Clinic's ability to serve its community. • Creates an environment committed to the safety of patients, staff, and guests. 7. Supervision of Senior Managers and other staff — Is responsible for the director supervision of the following senior managers: • Chief Operations Officer and Deputy Director 9M • Chief Medical Officer • Chief Financial Officer • Chief Human Resources Officer and Director of Children First Early Head Start • Chief Development Officer • Communications Director • Executive Assistant to CEO and Boards. The CEO is responsible for hiring these staff members, providing training and orientation, creating ongoing staff development opportunities for these staff members and for the Senior Management Team. 8. Governmental Relations, Advocacy and Communications - • Advocates on behalf of Venice Family Clinic patients for quality health care services and coverage. • Works with Public Policy Committee and Advocacy Team to identify external issues that impact Venice Family Clinic and its patients. • Educates, advocates and lobbies governmental officials and other constituencies to address identified issues. • Works with the Communications Director and communications staff to create messaging related to the issues identified and to place these messages on appropriate media platforms. • Reaches out to internal constituents (staff, volunteer, patients, Boards) and to partner agencies, consortiums and other community groups to work together to effect the desired change. Other Factors: State other responsibilities, skills and knowledge, including features that are unique to your position that should be considered in making a classification determination. The responsibilities, skills and knowledge required for the CEO and Executive Director position include community relations and public relations skills, governmental relations skills, program development skills, resource development, financial and personnel management skills, capital/endowment/major gift campaign management, space planning and construction, and understanding of how public policy issues impact on access and delivery of health care to the poor. IN EXHIBIT E EXECUTIVE DIRECTOR COMPENSATION The Executive Director is directly employed by Venice Family Clinic and UCLA through a joint employment relationship. The Executive Director's compensation is paid 5% by Venice Family Clinic and 95% by UCLA. W EXHIBIT F BUSINESS ASSOCIATE AGREEMENT 37 EXHIBIT G DISCLOSURE OF LITIGATION Venice Family Clinic cis involved in a medical malpractice lawsuit that is covered through our existing Affiliation Agreement with UCLA. Through UCLA Office of Insurance & Risk Management, VFC is working with Jessica Jue, Senior Claims Specialist — PL, from Sedgwick Claims Management Firm Inc. The attorney assigned to us as part of this process is listed below: Melissa M. Wetkowski Partner KJAR, MCKENNA & STOCKALPER, LLP 841 Apollo Street, Suite 100 El Segundo, California 90245 424-217-3026 — Main No. (Ext. 10 19) 424-217-3076 — Direct 424-367-0384 — Direct Fax No. mwetkowski(a6kmsleaal. com www.kmsle ag l.com Key information related to this lawsuit is as follows: LASC Case Number: 18STCV09440 Claim Number: 201810664 Date of incident: September 23, 2017 On 12/11/19, the Court vacated all hearings set in this matter. There will be a case conference meeting on 12/20/19.