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AMENDMENT NO. ONE TO
U REIMBURSEMENT AGREEMENT
WITH SHIRA A. SCHLESINGER, MD, MPH, PC
FOR THE COMMUNITY PARAMEDICINE PILOT PROGRAM
THIS AMENDMENT NO. ONE TO REIMBURSEMENT AGREEMENT
("Amendment No. One") is made and entered into as of this 30th day of June, 2017
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("CITY"), and SHIRA A. SCHLESINGER, MD,
MPH, PC a California Corporation ("CONSULTANT") whose address is 129 Orange
Avenue, Long Beach, CA 90814, and is made with reference to the following:
RECITALS
A. On October 15, 2015, CITY and CONSULTANT entered into a Reimbursement
Agreement ("Agreement") related to the Community Paramedicine Pilot Program.
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to November 30, 2018, to increase Reimbursement, to update
Indemnification and Hold Harmless language, to update Notices, to update Equal
Opportunity Employment Language, to update Amendment language and to
update the Reimbursement Process.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on November 30, 2018, unless terminated earlier as set forth herein."
2. REIMBURSEMENT
Section 3.1 of the Agreement is amended in its entirety and replaced with the
following: "3.1 CITY shall reimburse CONSULTANT for the Services on a time and
expense not -to -exceed basis in accordance with the provisions of this Section and the
Reimbursement Process attached hereto as Exhibit B and incorporated herein by
reference. CONSULTANT'S compensation for all work performed in accordance with this
Agreement, including all reimbursable items shall not exceed Seventy -Four Thousand
Six Hundred Fifty Dollars and 00/100 ($74,650.00). City shall not utilize any funding
other than grant funding."
3. INDEMNIFICATION AND HOLD HARMLESS
Section 9 of the Agreement is amended in its entirety and replaced with the
following: "9.1 To the fullest extent permitted by law, CONSULTANT shall
indemnify, defend and hold harmless CITY, its City Council, boards and commissions,
officers, agents, volunteers, employees and any person or entity owning or otherwise in
legal control of the property upon which CONSULTANT performs the Services
contemplated by this Agreement (collectively, the "Indemnified Parties") from and against
any and all claims (including, without limitation, claims for bodily injury, death or damage
to property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees for counsel acceptable to CITY, disbursements and court costs) of every
kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which may
arise from or in any manner relate (directly or indirectly) to any breach of the terms and
conditions of this Agreement, any work performed or Services provided under this
Agreement including, without limitation, defects in workmanship or materials or
CONSULTANT'S presence or activities conducted in connection with the OCADPP and
Services provided under this Agreement (including the negligent, reckless, and/or willful
acts, errors and/or omissions of CONSULTANT, its principals, officers, agents,
employees, vendors, suppliers, consultants, subconsultants, anyone employed directly or
indirectly by any of them or for whose acts they may be liable, or any or all of them.)
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorney's fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by CONSULTANT."
4. NOTICES
Section 10.3 of the Agreement is amended in its entirety and replaced with the
following: "10.3 All notices, demands, requests or approvals from CITY to
CONSULTANT shall be addressed to CONSULTANT at:
To CONSULTANT: Shira Schlesinger, MD
129 Orange Avenue
Long Beach, CA 90814
5. EQUAL OPPORTUNITY EMPLOYMENT
Section 13.8 of the Agreement is amended in its entirety and replaced with the
following: "Equal Opportunity Employment. CONSULTANT represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law."
SHIRA A. SCHLESINGER, MD, MPH, PC Page 2
6. AMENDMENTS
Section 13.13 of the Agreement is amended in its entirety and replaced with the
following: "Amendments. This Agreement may be modified or amended only by a written
document executed by both parties and approved as to form by the City Attorney."
7. EXHIBIT D
Exhibit D to the Agreement is amended in its entirety and replaced with the
Reimbursement Process, attached hereto as Exhibit B and incorporated herein by
reference.
8. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
SHIRAA. SCHLESINGER, MD, MPH, PC Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California mu icip I corporation
Date: (P��v 6'� Date: J %
By: By: l C
Aaro . Harp /CV Chip Duncan
QK�Atfornev Fire Chief
ATTEST: CONSULTANT: Shira A. Schlesinger,
Date: �•�� MD, MPH, PC, a California Corporation
Date:
Signed in Counterpart
By: By:
Leilani 1. Brown Shira A. Schlesinger, MD, MPH, PC
City Clerk President / Secretary
Attach
[END OF SIGNATURES]
Dit D — Reimbursement Process
SHIRAA. SCHLESINGER, MD, MPH, PC Page
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY A T N Y;�S OFFICE
Date: alt
C.
City Att
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California mu ici al corporation
Date: `l/ 51 J
By:l fY
Chip Duncan
Fire Chief
CONSULTANT: Shira A. Schlesinger,
MD, MPH, PC, a Cali rnia Corp ra ' n
Date:
By:
S A. ehles r, MD, MPH, PC
Presi ent / Secr6tary
[END OF SIGNATURES]
Attachments: Exhibit D — Reimbursement Process
SHIRA A. SCHLESINGER, MD, MPH, PC Page 4
EXHIBIT D
REIMBURSEMENT PROCESS
FY 2015
Research/Principal Investigator — Shira Schlesinger, MD
Contract Services I Up to $16,200 $90/hr; up to 15 hrs/month
FY 2015 TOTAL $16,200
FY 2016
Research/Principal Investigator
— Shira Schlesinger, MD
Total Costs Rate of Pa
Contract Services
Up to $16,200 $90/hr; up to 15 hrs/month
Translation Services
Up to $2,100
Office Supplies/Printing
*Up to $250
FY 2016 TOTAL
$18,550
1901 IN
Research/Principal Investigator
— Shira Schlesinger, MD
Total Costs Rate of Pa
Contract Services
Up to $16,200 $90/hr; up to 15 hrs/month
Office Supplies/Printing
*Up to $250
FY 2017 TOTAL
$16,450
FY 2018
Research/Principal Investigator
— Shira Schlesinger, MD
Total Costs Rate of Pa
Contract Services
Up to $16,200 $90/hr; up to 15 hrs/month
Office Supplies/Printing
*Up to $250
FY 2018 TOTAL
$16,450
FY 2019
Research/Principal Investigator
— Shira Schlesinger, MD
Total Costs Rate of Pa
Contract Services
Up to $6,750 $90/hr; up to 15 hrs/month
Office Supplies/Printing
*Up to $250
FY 2019 TOTAL
$7,000
FIVE YEAR GRAND TOTAL: $74,650
*Note: the total costs for these line items are spread over 5 fiscal years; however, it
is possible that these expenses may occur in only 1, 2, 3 or 4 fiscal years.
SHIRA A. SCHLESINGER, MD, MPH, PC Page D-1
REIMBURSEMENT AGREEMENT
WITH SHIRA A. SCHLESINGER, MD, MPH, PC
FOR THE COMMUNITY PARAMEDICINE PILOT PROGRAM
THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into as of
this 15th day of October, 2015 ("Effective Date'), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("CITY"), and, SHIRA A.
SCHLESINGER, MD, MPH, PC a California Corporation ("CONSULTANT") whose address is
3044 E. 5th Street, Long Beach, CA 90814, and is made with reference to the following:
RECITALS
A. CITY is a municipal corporation duly organized and validly existing under the laws of the
State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of CITY.
B. Pursuant to that certain agreement entitled "Data Use Agreement" between the CITY
and the Regents of the University of Califomia on behalf of University of California Imine
Healthcare ("Data Use Agreement"), CONSULTANT was designated as an authorized
Data User. CONSULTANT is bound by the terms of the Data Use Agreement with
respect to data integrity, confidentiality, Health Insurance Portability and Accountability
("HIPPA") and document ownership issues.
C. On November 14, 2014, the California Emergency Medical Services Authority ("EMSA")
was approved by the Office of Statewide Health Planning and Development (OSHPD)
Health Workforce Pilot Projects ("HWPP") program to pilot Community Paramedicine in
twelve (12) sites across the state. One of the approved pilot projects is the Orange
County Alternate Destinations Pilot Project ("OCADPP") led by the Orange County Fire
Chiefs' Association ("OCFCA").
D. Under the leadership of OCFCA, the OCADPP explores a regional approach to
Community Paramedicine and will study if paramedics with advanced training can safely
determine if 9-1-1 patients with non-critical conditions can be transported to urgent care
centers instead of to emergency departments ("EDs") utilizing approved medical
protocols. The overarching goal of this project is to transport 9-1-1 patients to the right
level of healthcare services from the onset to free up the EDs to care for more critical
patients.
E. The objectives of the pilot study are to determine whether applying this new intervention
is safe, effective at reducing costs, and maintains patient satisfaction. Success of the
pilot project will be measured through data collection regarding patient outcome, patient
satisfaction, and cost of services indicators. Local and State evaluators from University
of California Irvine ("UCI"), Orange County EMS, and the State EMS Authority will be
conducting the research and validating the data.
F. Each fire department has selected a cadre of Alternate Destination Paramedics (ADPs).
The ADPs have attended advanced training and successfully passed written and
practical evaluations that ensure competency of ADPs in making the determination that
9-1-1 patients with non-critical conditions can be transported to an urgent care center.
Ultimately, the patient must consent to enrollment in the study and agree to be
transported to a designated urgent care center.
G. CONSULTANT has been identified as an OCADPP member and designated as the
Research/Principal Investigator("Principal Investigator').
H. The CITY has been identified as an OCADPP member and designated as the fiscal
agent. As the fiscal agent, the CITY is responsible for dispersing grant funds it receives
on behalf of the OCADPP to other OCADPP members to specifically cover the cost of
operations related to the OCADPP.
I. As of the Effective Date, the CITY has received grant funds from the Hoag Hospital
Community Benefit Program and California Healthcare Foundation to cover the cost of
operations for the OCADPP. The terms of the grant from the Hoag Hospital Community
Benefit Program and California Healthcare Foundation are attached hereto as Exhibits
A (Grant Award Letter from HOAG Hospital) and B(Grant Award Letter from California
Healthcare Foundation) respectively and incorporated herein by reference.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the Effective Date and shall terminate
on June 30, 2017, unless extended or terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 CITY and CONSULTANT acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference. CONSULTANT shall diligently perform all
the services described in the Scope of Services attached hereto as Exhibit C and incorporated
herein by reference ("Services").
2.2 CITY's Specific Obligations and Rights.
2.2.1 CITY shall act as the fiscal agent by receiving invoices and reimbursing
CONSULTANT pursuant to the Reimbursement Process attached hereto as Exhibit D and
incorporated herein by reference.
SHIRA A. SCHLESINGER, MD, MPH, PC Page 2
2.3 CONSULTANT'S Specific Obligations and Rights.
2.3.1 CONSULTANT shall act as the Principal Investigator. As the Principal
Investigator, CONSULTANT shall perform all the services described in the Scope of Services
attached hereto as Exhibit C and incorporated herein by reference. CONSULTANT shall also .
comply with and be fully bound by all applicable provisions of Exhibits C and D hereto.
CONSULTANT shall notify CITY immediately upon discovery that it has not abided or no
longer will abide by any applicable provision of Attachments C and D hereto.
3. REIMBURSEMENT
3.1 CITY shall reimburse CONSULTANT for the Services on a time and expense
not-to-exceed basis in accordance with the provisions of this Section and the Reimbursement
Process attached hereto as Exhibit D and incorporated herein by reference. CONSULTANT'S
compensation for all work performed in accordance with this Agreement, including all
reimbursable items shall not exceed Fifty-One Thousand Two Hundred Dollars and 00/100
($51,200.00). City shall not utilize any funding other than grant funding.
3.2 CONSULTANT shall submit monthly invoices to CITY describing the Services
performed the preceding month. CONSULTANT'S invoices shall include the name and/or
classification of employee who performed the Services, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date the
Services were performed, the number of hours spent on all Services billed on an hourly basis,
and a description of any reimbursable expenditures. CITY shall pay CONSULTANT no later
than thirty (30) calendar days after approval of the monthly invoice by CITY staff.
3.3 CITY shall reimburse CONSULTANT only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance by CITY.
3.4 CITY may terminate this Agreement and be relieved of the payment to
CONSULTANT if a) CONSULTANT fails to perform any of the covenants contained in this
Agreement, including but not limited to Attachments C and D hereto, at the time and in the
manner herein provided, or b) CITY loses funding under the grant.
4. ADMINISTRATION
This Agreement will be administered by the Fire Department. City's EMS Division Chief
or designee shall be the Project Administrator and shall have the authority to act for CITY
under this Agreement. The Project Administrator shall represent CITY in all matters pertaining
to the Services to be rendered pursuant to this Agreement.
5. RELATIONSHIP BETWEEN THE PARTIES
It is understood that CONSULTANT shall act in an independent capacity in the
performance of this Agreement and shall not be considered an officer, agent or employee of
CITY or of the entity from which CITY received grant funds. The manner and means of
conducting the Services are under the control of CONSULTANT, except to the extent limited
SHIRA A. SCHLESINGER, MD, MPH, PC Page 3
by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for CONSULTANT or any of
CONSULTANT'S employees or agents, to be the agents or employees of CITY. Nothing in
this Agreement shall create any contractual relationship between CITY and any subconsultant
nor shall it create any obligation on the part of CITY to pay or to see to the payment of any
monies due to any such subconsultant other than as otherwise required by law.
CONSULTANT shall have the responsibility for and control over the means of performing the
Services, provided that CONSULTANT is in compliance with the terms of this Agreement.
6. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of CITY. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of CONSULTANT, or of the interest of any general partner or joint
venturer or syndicate member or cotenant if CONSULTANT is a partnership or joint-venture or
syndicate or co-tenancy, which shall result in changing the control of CONSULTANT. Control
means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of
the assets of the corporation, partnership or joint-venture.
7. SUBCONTRACTING
The subcontractors authorized by CITY, if any, to perform Work on this Project are
identified in Exhibit C. CONSULTANT shall be fully responsible to CITY for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between CITY and any subcontractor nor shall it create any obligation on the part
of CITY to pay or to see to the payment of any monies due to any such subcontractor other
than as otherwise required by law. CITY is an intended beneficiary of any Work performed by
the subcontractor for purposes of establishing a duty of care between the subcontractor and
CITY. Except as specifically authorized herein, the Services to be provided under this
Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of CITY.
8. RECORDS
CONSULTANT shall keep complete and accurate records and invoices in connection
with the OCADPP and Services provided and any costs charged to CITY for a minimum period
of three (3) years, or for any longer period required by law, from the date of final payment to
CONSULTANT under this Agreement. All such records and invoices shall be clearly
identifiable. CONSULTANT shall allow a representative of CITY to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
CONSULTANT shall allow inspection of all work, data, documents, proceedings and activities
related to the Agreement for a period of three (3) years from the date of final payment to
CONSULTANT under this Agreement.
SHIRA A. SCHLESINGER, MD, MPH, PC Page 4
9. INDEMNIFICATION AND HOLD HARMLESS
9.1 General Indemnity and Hold Harmless.
9.1.1 To the fullest extent permitted by law, CONSULTANT shall indemnify,
defend and hold harmless CITY, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees for
counsel acceptable to CITY, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any work performed or services provided under this Agreement including, without
limitation, defects in workmanship or materials or CONSULTANT'S presence or activities
conducted in connection with the OCADPP and Services provided under this Agreement
(including the negligent, reckless, and/or willful acts, errors and/or omissions of
CONSULTANT, its principals, officers, agents, employees, vendors, suppliers, consultants,
subconsultants, anyone employed directly or indirectly by any of them or for whose acts they
may be liable, or any or all of them.)
9.1.2 Notwithstanding the foregoing, nothing herein shall be construed to
require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this Agreement. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by CONSULTANT.
10. NOTICES
10.1 All notices, demands, requests or approvals, including any change in mailing
address, to be given under the terms of this Agreement shall be given in writing, and
conclusively shall be deemed served when delivered personally, or on the third business day
after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed
as hereinafter provided.
10.2 All notices, demands, requests or approvals from CONSULTANT to CITY shall
be addressed to CITY at:
To CITY: City of Newport Beach
Attention: Linda Foeldi, Senior Fiscal Clerk, EMS Division
P.O. Box 1768
100 Civic Center Drive
Newport Beach, CA 92658
SHIRA A. SCHLESINGER, MD, MPH, PC Page 5
10.3 All notices, demands, requests or approvals from CITY to CONSULTANT shall
be addressed to CONSULTANT at:
To CONSULTANT: Shira A. Schlesinger, MD, MPH, PC
3044 E. 5th Street
Long Beach, CA 90814
11. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its final
request for payment under this Agreement, CONSULTANT shall submit to CITY, in writing, all
claims for compensation under or arising out of this Agreement. CONSULTANT'S acceptance
of the final payment shall constitute a waiver of all claims for compensation under or arising out
of this Agreement except those previously made in writing and identified by CONSULTANT in
writing as unsettled at the time of its final request for payment. CONSULTANT and CITY
expressly agree that in addition to any claims filing requirements set forth in the Agreement,
CONSULTANT shall be required to file any claim CONSULTANT may have against CITY in
strict conformance with the Government Claims Act (Government Code sections 900 et seq.).
12. TERMINATION
12.1 In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be deemed in default in
the performance of this Agreement. If such default is not cured within a period of two (2)
calendar days, or if more than two (2) calendar days are reasonably required to cure the
default and the defaulting party fails to give adequate assurance of due performance within two
(2) calendar days after receipt of written notice of default, specifying the nature of such default
and the steps necessary to cure such default, and thereafter diligently take steps to cure the
default, the non-defaulting party may terminate the Agreement forthwith by giving to the
defaulting party written notice thereof.
12.2 Notwithstanding the above provisions, CITY shall have the right, at its sole and
absolute discretion and without cause, of terminating this Agreement at any time by giving no
less than seven (7) calendar days' prior written notice to CONSULTANT. In the event of
termination under this Section, CITY shall pay CONSULTANT for Services satisfactorily
performed and costs incurred up to the effective date of termination for which CONSULTANT
has not been previously paid. On the effective date of termination, CONSULTANT shall
deliver to CITY all reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
13. STANDARD PROVISIONS
13.1 Recitals. CITY and CONSULTANT acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
13.2 Compliance with all Laws. CONSULTANT shall, at its own cost and expense,
comply with all applicable statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in force or
SHIRA A. SCHLESINGER, MD, MPH, PC Page 6
hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to
applicable CITY, county, state and federal laws, rules, regulations and permit requirements
and be subject to approval of the CITY.
13.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same or a
different character.
13.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No
verbal agreement or implied covenant shall be held to vary the provisions herein. In the event
there are any conflicts or inconsistencies between this Agreement and any other
communication between the parties, the terms of this Agreement shall govern.
13.5 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
13.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
13.7 Controlling Law and Venue. The laws of the State of California shall govern this
Agreement and all matters relating to it and any action brought relating to this Agreement shall
be adjudicated in a court of competent jurisdiction in the County of Orange, State of California.
13.8 Eaual Opportunity Employment. CONSULTANT represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, age or any other impermissible basis under law.
13.9 No Attorney's Fees. In the event of any dispute or legal action arising under this
Agreement, the prevailing party shall not be entitled to attorney's fees.
13.10 Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one and
the same instrument.
13.11 No Third Party Beneficiaries. This Agreement is entered into by and for
CONSULTANT and the CITY, and nothing herein is intended to establish rights or interests in
individuals or entities not a party hereto.
13.12 Force Majeure. Except for the payment of money, neither party will be liable for
any delays or other non-performance resulting from circumstances or causes beyond its
SHIRA A. SCHLESINGER, MD, MPH, PC Page 7
reasonable control, including without limitation, fire or other casualty, Act of God, strike or labor
dispute, war or other violence, acts of third parties, or any law, order, or requirement of any
governmental agency or authority other than that of the parties.
13.13 Modification. Alteration, change, or modification of this Agreement shall be in the
form of a written amendment signed by both parties and approved as to form by the City
Attorney.
[SIGNATURES ON NEXT PAGE]
SHIRA A. SCHLESINGER, MD, MPH, PC Page 8
IN WITNESS WHEREOF, the parties are signing this Agreement as of the Effective
Date.
APPROVED AS TO FORM:
CITY ATTORNr,3 O FICE
Date: 1(2
'A
By: V V
Aaron C. Harp3
City Attorney
ATTEST: �, � • Lam'
Date:
By: 111
Leila .
City Clerk
Attachments
,1
O,
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: OCT 2015
By:
Scott Poster
Fire Chief
CONSULTANT: Shira A. Schlesinger, MD,
MPH, PC, a lifozrnia Corporation
Date:��C
By.
ra chIesinr, MD, MPH, PC
President / Secre ary
cqu Boa
Exhibi ant Award Letter from HOAG
Exhibit B — Grant Award Letter from California Healthcare Foundation
Exhibit C — Scope of Work
Exhibit D — Reimbursement Process
SHIRA A. SCHLESINGER, MD, MPH, PC Page 9
EXHIBIT A
GRANT AWARD LETTER FROM HOAG
SHIRA A. SCHLESINGER, MD, MPH, PC Page A-1
ATTACHMENT A
hoagHORG MEMORIA[HGSPITAL PRESSYI FRIM
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May 14, 2015
Chief Randy Bruegman
Orange County Fire Chiefs'Association
2400 E, Orangewood Ave
Anaheim,CA 92806
Dear Chief Randy Bruegman,
Congratulations! We are pleased to inform you that a grant in the amount of$50,685 has
been approved by Hoag Memorial Hospital Presbyterian Community Benefit Program for the
project titled Orange County Alternate Destinations Pilot Project.
Our mission as a nonprofit,faith-based hospital is to provide the highest quality health care
services to the communities we serve. We are excited to partner with your organization in
fulfilling our mission and the unmet needs of our community. Acceptance of this grant
acknowledges agreement to the following:
• The grant term:July 1,2014-June 30,2015
• The funds must be used specifically for the designated project Iisted above as outlined
in your FY15 grant application
• Maintain your records to show and account for the uses of grant funds
• Your organization must notify us immediately if there is any change in your public
charity status
• We will be sending a request for a progress report and a final report in the months to
come. More details to follow.
Please submit an invoice with the specified project title and approved amount to:
CommunitvBenefitGrants@hoaae org. After we receive your invoice, please allow 2-4 weeks
for the delivery of the grant check
Once again,congratulations on this recognition of the great work you do to serve the
community. We look forward to working.with you during the coming year.
Sincerely,.
C&�ho
Gwyn Parry, MD Minzah Malik, MPH, MBA
Director Community Benefit Manger Community Benefit
�/4"Mo/ &"/m/
Michae!I Rose, MSW, LCSW
Director of Community Programs 18 3
EXHIBIT B
GRANT AWARD LETTER FROM CALIFORNIA HEALTHCARE FOUNDATION
SHIRA A. SCHLESINGER, MD, MPH, PC Page B-1
CALIFORNIA
HEALTHCARE
FOUNDATION
March 5,2015
Mr. David Kiff
City Manager
City of Newport Beach
100 Civic Center Drive
Newport Beach,CA 92660
Dear Mr.Kiff: Reference Number: 18762
This letter officially approves your request for a no-cost extension to the project, Community
Paramedicine Data Project Fountain valley Fire Department. The project is now scheduled to
end on September 30,2015.
The revised schedule for the remaining deliverables due for this grant is as follows:
Current Due Date Revised Due Date Tvve of Re ort Report Description
February 15,2015 April 15,2015 Signed Agreement May be submitted early.
February 27,2015 April 30,2015 Interim Verification from UCSF that
Deliverable initial data submission of
baseline data has been
received. (may be submitted
early—as soon as deliverable
is met
February 27,2015 April 30,2015 Invoice Invoice for Interim
Deliverable. (may be
submitted early—as soon as
deliverable is met).
July 31, 2015 September 30,2015 Final Deliverable Pilot site achieving
operational status as
designated by EMSA.Pilot
site to submit invoice for this
payment along with
verification letter from EMSA
of"operational status"of site.
(may be submitted early—as
soon as deliverable is met).
July 31, 2015 September 30, 2015 Invoice Invoice of Final Deliverable
(may be submitted early-as
soon as deliverable is met).
i
1438'Neb5le,Street.Sud a 600
Oakland.Calilemia 96612
T 510 2381040 F 510 2381388
WWW.CFICFORO
City or Newport A18762,page 2
Payments will be made within 30 days of receipt and acceptance of the contingency for that
payment as detailed below:
Amount Contingency Contingency Due Date
$8,600 Interim Deliverable& Invoice April 30,2015
$8,000 Final Deliverable&Invoice September 30,2015
Please call me if you have any questions.
Yours truly,
Sandra Shewry
Director, State Health Policy Program
cc: Lisa Kang, Director,Grants Administration
Other Terms
The California HealthCare Foundation may periodically issue a general press release announcing
funded projects,or include this grant in a published list of grants awarded by CHCF. If the
Grantee wishes to issue a press release regarding this grant,CHCF requires review and final
sign-off of the text by its Publishing and Communications Department. Any publication
produced by the Grantee that refers or results from this agreement should include an
acknowledgment of CHCF that reads: Supported by the California Healthcare Foundation,
based in Oakland, California.
Funds paid under this agreement may not be used to: 1)carry out propaganda or otherwise
attempt to influence legislation; 2)influence the outcome of any specific public election;or
3)carry on directly or indirectly any voter registration drive.
If the work performed under this agreement result in access to information that is confidential to,
or a trade secret of the California HealthCare Foundation,you hereby agree not to disclose any
such information without written authorization from the Foundation.
Your signature below acknowledges your acceptance of the agreement as described in this letter.
Please sign this letter,and mail or fax (510-587-0149)one signed copy to Danny Sandoval
Program Associate.
Yours truly,
web '1 2 3015 6.@O f+M
Craig C.Ziegler
VP of Finance,Administration&Investments
cc: Sandra Shewry,Director,State Health Policy
Lisa bang,Director,Grants Administration
Name/Signature:
Organization: City of Newport Beach
Tax ID: 95-6000751
Date:
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FUU N UATIOY
February 12,2015
Mr. David Kiff
City Manager
City of Newport Beach
100 Civic Center Drive
Newport Beach,CA 42660
Dear Mr. Kiff: Reference Number: 18762
The California HealthCare Foundation is pleased to award a grant to City of Newport Beach
as a stipend to provide data in support of the Community Parantedicbre Data Project. The
amount of this grant is a fixed amount of$16,600.
This agreement is effective February 15,2015 and terminates on July 31, 2015, unless extended
by written agreement initiated by the Foundation.Sandra Shewry, Director, State Health Policy,
will be your Foundation contact during the course of this project. All correspondence and
invoices related to this project should be addressed to her.
Scope of Work
In support of OSHPD's Health Workforce Pilot Project#173, the grantee will provide the
Community Paramedicine's Independent Evaluator(the Philip R. Lee Institute or Health Policy
Studies at the University of California,San Francisco) with all required data elements.
These data include:
• Baseline data on care provided by pilot sites prior to implementation of the pilot
interventions
• Data on site specific training provided to prospective community paramedics within 30 days
of completion of each of these training components
• Data on implementation of the pilot interventions
The grantee's Local Pilot Program Managers have had opportunities to review and comment on
the data elements for the evaluation and have agreed to provide them.They will have an
opportunity to comment on any proposed changes to the required data elements.
Each Local Pilot Program Managers will have the responsibility for collecting all required data
and forwarding them to the Independent Evaluator. Local Pilot Program Managers may
designate other staff to assist with data collecting and reporting but will be responsible for the
accuracy of data and the timeliness with which data are submitted to the independent evaluator.
Pilot sites will provide the Independent Evaluator with up to date names and contact information
for Local Pilot Program Managers and any other staff assisting with data collection and
reporting.
The grantee understands and agrees that there is a need for all pilot sites to collect similar data
elements. In Iight of this, the grantee agrees that grantee's pilot site will:
• collect standardized data pertinent to the community paramedicine concept being tested;
• report data elements on each concept being tested(if site is testing more than one concept).
• use the web-based data reporting tools that the Independent Evaluator has developed to
transmit data to the Independent Evaluator,
• report baseline and implementation data on a monthly basis. Baseline data will be reported
for five months, from August 2014 through December 2014. Implementation data will be
reported for the duration of the pilot project—estimated to be from June 2015 through May
2016.
The University of California,Los Angeles Center for Prehospital Care will be responsible for
submitting all data on the core training. Individual pilot sites' Local Pilot Program Managers will
be responsible for submitting data on site specific training.
Deliverables/Payments:
The following deliverables will be due on this grant:
Date Due Type of Report Report Description
February 15,2015 Signed Agreement
February 27,2015 Interim Deliverable Verification from UCSF that initial data
submission of baseline data has been received.
February 27,2015 Invoice Invoice for$8,600
July 31,2015 Final Deliverable Pilot site achieving operational status as
designated by EMSA. Pilot site to submit
invoice for this payment along with verification
letter from EMSA of"operational status' of site.
July 31,2015 Invoice Invoice for$8,000(may be submitted early—as
soon as deliverable is met).
Payments will be made within 30 days of receipt and approval of the contingency for that
payment detailed as follows:
Amount Contingency Contin enc Due Date
$8,600 Interim Deliverable and Invoice February 27,2015
$8,000 Final Deliverable and Invoice July 31,2015
Invoices should include Reference#18762.
City of Newport Beach,Reference#18762,Page 2
February 24, 2015
infosend
BiliPrint.e8ills. Delivered.
PROCESS SUMMARY REPORT
File Name Page #of Total Non Bar-
Job Code Company Name No Accounts Pages Coded Dupl. Total Amount
NPB0224A NPB.0224.MISC.001.TXT 1 1 1 0 0 $8,800.00
CITY OF NEWPORT BEACH
Totals: 1 1 0 0 $8,600.00
CITY OF NEWPORT BEACH
= REVENUE DIVISION
c"doRh�r. P.O. BOX 3080
NEWPORT BEACH, CA 92658-3080
Email:revenvehelp@newportbeachca.gov
MISCELLANEOUS BILLING-INVOICE'
CALIFORNIA HEALTHCARE FOUNDATION R104 AC,C,T#
ATTN: SANTRA SHEWRY, DIRECTOR 574123 0000022085 GN01002882
1415 L STREET#820
SACRAMENTO CA 95814-5009 INV DATE DUE'DATE AMOUNT DUE.
02/24/15 03/26/15 8,600.00
Description: Qty: Unit Price Tax: IExtention:
COMMUNITY PARAMEDICINE 1.00 8,600.00 0.00 8,600.00
DATA PROJECT
REFERENCE NUMBER: 18762
DATES: 02/15/2015-07/31/2015
Payments received after the original due date may be transferred to other City of Newport Beach accounts or sent to a Collection Agency for recovery.Cost recovery fees or
late payment penalties may be applied after the original due date.
Payments can be made online at www,newportbeachca.govlpayments TOTAL INVOICE: $ 8,600.00
and referencing the"NBID#"on the billing statement. PAYMENTS/ADJUSTMENTS: $ 0.00PAST DUE: $ 0.00
PENALTIES/INTEREST: $ 0.00
Please see the reverse side for details on non-payment penalties. TOTAL AMOUNT DUE: $ 8,600.00
MISCELLANEOUS BILLING INVOICE-
CITY OF NEWPORT BEACH NBID# 574123
O� A REVENUE DIVISION
P.O.Box 3080 ACCT# 0000022085
=
NEWPORT BEACH,CIA 92658-3080 INVOICE# GN01002882
o"�+ron+�r I�1111�III6IdI �Itll��� I� INV ED
DDA E 03/26/15
Please review the back of this document for important information. Amount Due: 8,600.00
NP80224A
4000000001 1/1
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CALIFORNIA HEALTHCARE FOUNDATION ��Ot�t'lt'trf I14nrtlttltnitll�tl'�'ttlt'tf rltl'n�IIt1111r'Itt1
y' ATTN:SANTRA SHEWRY,DIRECTOR
�2t 1415LSTREET#820 CITY OF NEWPORT BEACH
SACRAMENTO CA 95814-5009 PO Box 3080
Newport Beach, CA 92658-3080
AROOOOOOOD0022085000008L00003
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IMPORTANT NI-STI CE
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END OF JOB
REPORT
TOTAL NO. OF RECORDS 1
SUMMARY PAGE NO: z
FIRST RECORD:
COMPANY: CITY OF NEWPORT BEACH
CONTROL NO: 4000000001
SUBSCRIBER: CALIFORNIA HEALTHCARE FOUNDATION
LAST RECORD:
COMPANY: CITY OF NEWPORT BEACH
CONTROL NO: 4000000001
SUBSCRIBER: CALIFORNIA HEALTHCARE FOUNDATION
IMPORTANT OTICE
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EXHIBIT C
SCOPE OF SERVICES
OCFCA Alternate Destination Community Paramedicine Pilot Project
This Scope of Work Agreement ("Scope of Work Agreement") describes the tasks to be
performed by the CONSULTANT in assisting the Orange County Fire Chiefs Association,
Newport Beach Fire Department ("NBFD"), and other members of the Orange County
Alternate Destination Community Paramedicine Project Advisory Council ("Advisory
Council") in fulfillment of the requirements of the California EMS Authority ("EMSK) as an
approved pilot site for the OSHPD approved Community Paramedicine Alternate
Destination Pilot Project ("Pilot Project"). The purpose of the Pilot Project is to determine
whether paramedics working in an expanded role in their community can help improve
health system integration, efficiency, and/or fill identified health care needs. The Pilot
Project will allow the Newport Beach Fire Department, Orange County EMS Agency
("OCEMS") and the EMSA to generate, collect and analyze data that will examine the
practice of community paramedicine and serve as a basis to recommend changes to
existing statutes and regulations to allow transport of patients with specified conditions that
can be managed in health care settings to alternate locations other than an acute care
emergency department, such as an urgent care or general medical clinic.
Basic Scope of Services
CONSULTANT shall provide overall data coordination in fulfillment of local and EMSA
objectives; organizational and administrative assistance to the Advisory Council; report
writing; delivery of data to the EMSA and its representatives; delivery of data reports to the
Advisory Council on project progress and adverse events; and maintenance of data for
current and future analysis and publication. The goal of this Scope is to enable
CONSULTANT to access data from the NBFD required for quality assurance in the Pilot
Project, and to compile and analyze data for both internal analysis within the NBFD and for
overall analysis in conjunction with the other participating Fire Departments.
Project Activities
CONSULTANT will work with the NBFD and the Advisory Council to collect, maintain, and
analyze data on EMS responses who are deemed potentially eligible for alternate
destination transport, or who were transported to an alternate destination (Urgent Care
Clinic) as part of the Pilot Project.
To fulfill this objective, CONSULTANT will:
1. Extract information from the participating Fire Department's electronic patient care
records on all patients who meet primary impression criteria for the Pilot Project.
2. Maintain database of all patients who meet primary impression criteria for the Pilot
Project.
SHIRA A. SCHLESINGER, MD, MPH, PC Page C-1
3. Deliver a monthly list of eligible alternate destination patient candidates to the
Orange County EMS Agency for hospital outcomes follow-up, as permitted for
quality assurance purposes.
4. Deliver a monthly list of eligible alternate destination patient candidates to the
participating Fire Department's billing agency for collection of transport charges and
claims data.
5. Collect and maintain transport and billing data for all transported patients who meet
criteria for Pilot Project participation.
6. Collect and maintain database of patient care on patients transported to alternate
destination sites (Urgent Care Clinics) as part of the Pilot Project.
Report patient care, hospital outcomes, and billing data to the California EMSA on behalf of the
participating Fire Department, and in accordance with the participating Fire Department's
obligation to meet reporting requirements as a Pilot Project site
SHIRA A. SCHLESINGER, MD, MPH, PC Page C-2
EXHIBIT D
REIMBURSEMENT PROCESS
PRINCIPAL INVESTIGATOR
FY 2015
Research/Principal Investigator— Shirai A. Schlesinger,.MD, MPH, PC
Contract Services Up to $16,200 $90/hr; up to 15 hrs/month
FY 2015 TOTAL $16,200
FY 2016
Research/Principal Investi' ator- Shira A. Schlesin er, MD MPH, PC
Total Costs Rate of Pa
Contract Services Up to $16,200 $90/hr; up to 15 hrs/month
Translation Services Up to $2,100
Office Supplies/Printing *Up to $250
FY 2016 TOTAL $18,550
FY 2017
Research/Principal Investigator- Shire A. Schlesinger, MD, MPH, PC
Total Costs Rate of Pa
Contract Services Up to $16,200 $90/hr; up to 15 hrs/month
Office Supplies/Printing *Up to $250
FY 2017 TOTAL $16,450
THREE YEAR GRAND TOTAL: $51,200
*Note: The total costs for these line items are spread over 2 fiscal years; however, it is
possible that these expenses may occur in only 1 fiscal year
SHIRR A. SCHLESINGER, MD, MPH, PC Page D-1