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ATTACHMENT III

MASTER TEMPORARY STAFFING AGREEMENT UCLA HEALTH SYSTEM AGREEMENT NUMBER {AGR#}

This Master Temporary Staffing Agreement (the “Agreement”) is made and entered into and effective as of {EFFECTDT1} the (“Effective Date”) by and between The Regents of the University of California, a California constitutional corporation, on behalf of its UCLA Health System (“UCLA” or “University”) with offices at 757 Westwood Plaza, Los Angeles, California, 90095, and {AGENCYNM}, (“Agency"), with offices at {ADD1} {ADD2}, {CITY}, {ST}, {ZIP}.

RECITALS

WHEREAS, Agency offers to provide to UCLA professional or skilled temporary services as further described in Exhibit A (“Services”).; and

WHEREAS, Agency is ready, willing, and able to provide such Services as may be required by UCLA; and

WHEREAS, UCLA and Agency desire to enter into this Agreement in order to effectuate such procurement and to acknowledge each parties’ rights in connection thereto; effective as of the Effective Date hereof.

NOW, THEREFORE, for and in consideration of the forgoing recitals, mutual promises and conditions stated herein, and for the good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

EXHIBIT A - DEFINITIONS

A.1 “Agency” means the company UCLA has contracted with under this Agreement to provide Temporary Staff. A.2 “Temporary Staff” means any individual provided by the Agency to UCLA under this Agreement.

EXHIBIT B - TERM OF AGREEMENT; TERMINATION

B.1 Subject to the termination provisions in this Agreement, the term of this Agreement shall commence on the Effective Date and shall continue for a period of one (2) years. Rates will be firm for this initial contract period. At UCLA’s sole option, additional one (1) year extension upon mutual and written agreement of the parties subject to the renegotiations of the rate structure for each renewal period.

B.2 UCLA reserves the right to terminate this Agreement with ninety days written notice or the assignment of any Temporary Staff provided by Agency at anytime for any or no reason. Notice of such termination shall not prejudice the right of Agency to collect any fees or expense, due Agency, incurred for services actually rendered and provided to UCLA prior to such termination.

EXHIBIT C - PLACE(S) OF SERVICE

Unless otherwise agreed upon, work activity will take place at the location designated by UCLA. If any portion of the work is to be performed on-site, UCLA will provide office workspace, furniture, phone, personal computer with enterprise PC tools and mainframe access, as appropriate and necessary, and as otherwise in compliance with UCLA security and access policies that UCLA may modify from time-to-time at the request of their management or auditors.

EXHIBIT D - SERVICES

4.1Agency shall provide and make available to UCLA such qualified resources as shall be necessary to perform the services called for under this Agreement. 4.2Agency understands and agrees that the Services to be provided to UCLA under this Agreement shall be provided on a day-to-day, as-needed, basis and that UCLA in its sole discretion shall determine its need, if any, for Services or the continuation of such services. 4.3Agency agrees to provide Services upon the written request of UCLA and further agrees that the cost of such services shall not exceed the limitation of cost set forth in UCLA’s written request. 4.4Service classifications and rates applicable to services to be provided under this Agreement shall be limited to those classifications set forth in the attached Exhibit A, which by this reference is made a part of this Agreement. This Exhibit A may be revised from time to time by mutual written agreement between the parties. 4.5When requesting services, UCLA shall specify the service classification(s) required; the applicable rate for each specified service classification; the location services are required; and the time and duration of services applicable to the request, including beginning date(s) and, when applicable, ending date(s). 4.6UCLA shall have sole discretion to establish the qualifications necessary for the performance of any service to be rendered under this Agreement. . Should UCLA become dissatisfied with the performance of any Temporary Staff assigned by Agency to UCLA under this Agreement, UCLA shall notify Agency with details of the unsatisfactory performance and Agency shall use its best efforts to replace that individual as soon as reasonably practical within a mutually agreeable time period. With the exception of personal emergencies, there will be no modification or changes in the assignment or scheduling of Temporary Staff personnel assigned to UCLA under this Agreement without the prior written approval of UCLA. ATTACHMENT III

4.7UCLA may hire, as an employee or contractor of UCLA, Temporary Staff at any time at no additional cost to UCLA. 4.8Additional terms and conditions are listed on Exhibit F and hereby incorporated into this agreement by reference.

EXHIBIT E - CRIMINAL BACKGROUND INVESTIGATIONS REQUIREMENTS

5.1. Before any Temporary Staff may be assigned (and enter UCLA premises) in connection with any order, the Agency shall conduct a background check of the Temporary Staff. All felony and misdemeanor convictions (except marijuana related offenses greater than two years old) must be reported to UCLA and may result in the Temporary Staff being prohibited from performing work at UCLA. 5.2. Acceptable background screening shall consist of the last seven years residence and employment verification. The background screen shall also include a criminal conviction records investigation conducted by any third- party agencies that adheres to the California Investigative Consumer Reporting Agencies Act (CA ICRA). A criminal convictions records investigation shall consist of a records search (documented by a written report retained by the Agency) by the appropriate law enforcement or other local or state agency in each location in which the Temporary Staff has resided and worked in during at least seven years preceding the date of the criminal conviction records investigation. UCLA may require persons, before entering UCLA premises, to complete a criminal convictions questionnaire. In the event that UCLA has grounds to believe that a Temporary Staff falsified his or her criminal convictions questionnaire in any way, such person shall not perform any work for UCLA or enter onto UCLA premises. UCLA reserves the right, at its discretion, to request from Agency documentation of the completion of a criminal conviction records investigation for any Temporary Staff assigned to work on UCLA premises. Agency's failure to have completed a criminal convictions investigation of any of its Temporary Staff in accordance with this clause shall be grounds for immediate expulsion of the Temporary Staff and UCLA shall have the right to terminate this Agreement both with respect to the Temporary Staff and the Agency.

5.3. Agency agrees that it shall indemnify, defend and hold harmless UCLA against any claims arising out of Agency's background check policies and procedures.

EXHIBIT F - COMPENSATION AND REIMBURSEMENT OF EXPENSES

6.1. Unless pre-approved by UCLA, Agency’s services will be billed hourly or on a per shift basis of either eight (8), ten (10) or twelve (12) hours as specified in Exhibit A. Overtime work must have prior approval. There will be no reimbursement for out-of-pocket expenses. 6.2. Additional terms and conditions are outlined in Exhibit F. EXHIBIT G - TAXES

UCLA agrees to pay any and all applicable sales taxes, duties, tariffs, or other assessments levied by or on behalf of any taxing authority having jurisdiction over UCLA, in connection with this Agreement, except for any such taxes levied on the net income of Agency.

EXHIBIT H - CONFIDENTIAL INFORMATION 8.1. General. Agency and/or Temporary Staff shall comply with UCLA policies and procedures and federal, state and local laws, regulations and interpretations governing patient confidentiality and access to, use and disclosure of confidential information. All patient records, statistical, financial and personnel information and any and all other information or data relating to the business of UCLA shall be kept in strictest confidence by Agency and/or Temporary Staff, and shall not be disclosed in any way without the prior written consent of UCLA. Agency shall hold in strict confidence all information obtained in connection with this Agreement and shall convey only so much of such information to its individual employees, subcontractors and agents as such persons must know to fulfill the purposes of this Agreement. 8.2. No Copying or Removal of Records. All reports, references, patient records, and other materials supplied to Agency, both hardcopy and electronic, are and shall remain the property of UCLA and are not to be copied, copied to computer files, or removed from the premises, and shall be surrendered to UCLA upon expiration or earlier termination of this Agreement. 8.3. HIPAA Compliance. Agency and Temporary Staff and UCLA acknowledge that certain portions of the Administration Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8 (“HIPAA”), and the federal privacy regulations as contained in 45 CFR Part 164 (the “Federal Privacy Regulations”) may apply to Agency and/or Temporary Staff in the performance of the Services under this Agreement. All protected health information that is disclosed to Agency and/or Temporary Staff under this Agreement shall be subject to the terms of the Business Associate Agreement attached hereto and made a part of this Agreement as Exhibit B. This Business Associate Agreement addresses the relative obligations of Agency, Temporary Staff and/or UCLA under the HIPAA and Federal Privacy Regulations. The parties further agree that, to the extent the terms thereof relate to Agency’s (including Temporary Staff’s) performance under this Agreement, the provisions of such Business Associate Agreement shall control. 8.4. No Distribution; Return of Materials. ATTACHMENT III

Agency and/or Temporary Staff will not provide to a third party copies of materials collected or produced as part of this engagement without UCLA’s prior written approval. Upon termination of this Agreement for any reason, Agency shall promptly return to UCLA all copies of any data, records, or materials of whatever nature or kind, including all materials incorporating proprietary information of UCLA. Agency shall also furnish to UCLA all work in progress or portions thereof, including all incomplete work. 8.5. Supplemental Documents. Upon request of UCLA, Temporary Staff may be required to execute a supplemental agreement of confidentiality, non-disclosure, or assignment of inventions.

9. COMPLIANCE WITH UNIVERSITY POLICIES (INCLUDING COMPLIANCE PROGRAM)

9.1. Temporary Employee Requirements. Agency warrants that it will comply with all applicable UCLA policies and requirements which include, but are not limited to, verifying that all Temporary Staff that will be performing services pursuant to this Agreement have completed, signed, and understand the appropriate documentation and requirements (i.e., medical clearance, orientation and related training requirements) necessary to comply with UCLA policies and regulatory agency standards prior to commencing an assignment at UCLA. These requirements are set forth in UCLA Health System Policy No. 7304, a summary of which is attached hereto as Exhibit C. This includes, but is not limited to, the documents and requirements indicated on the “UCLA Health System Verification Checklist for Registry / Contract / Temporary Staff” and the “Instructions for Completing Temporary Staff Documentation” which may be found on the following website at: http://hr.healthcare.ucla.edu/TEMPSTAFF.html . 9.2. Documentation. Agency shall maintain this documentation in its file for the Temporary Staff. This documentation must be current at all times. This documentation is subject to audit at any time by UCLA for compliance purposes. Upon request, Agency shall send copies of this documentation to UCLA. 9.3. Ligation Disclosure Obligations. Agency represents and warrants that, to the best of its knowledge, except as set forth in Exhibit D, Agency (nor any Temporary Staff) is not engaged in, or a party to, or threatened with any suit, action, proceeding, inquiry, investigation or claim alleging health care fraud or that could have a material adverse effect on Agency’s ability to perform under this Agreement. Agency agrees to promptly disclose to the University any material change in status of the foregoing throughout the term of this Agreement. 9.4. Compliance with University Policies. In the performance of Services under this Agreement, Agency agrees and shall ensure that its Temporary Staff agree to abide by all applicable University policies and procedures, including but not limited to those relating to HIPAA compliance and/or Data Security. Agency further agrees that the performance of Services hereunder shall be subject to UCLA’s Additional Terms and Conditions – Data Security, a copy of which is attached hereto and incorporated herein by this reference as Exhibit E. 9.5. Immigration & Naturalization Services Compliance All Agency Temporary Staff employed by Agency shall be US Citizens or legal aliens in accordance with the employment verification provisions of the Immigration and Nationality Act (INA), according to the Illegal Immigration Reform and Immigrant Responsibility Act (IIRIRA) signed on September 30, 1996 and any revisions of such Act. It is the Agency’s responsibility to verify legal alien's compliance to all current laws and regulations of the United States and state of California as they pertain to alien status and employment eligibility. 9.6. Smoke-Free Policy UCLA has adopted a smoke-free policy, which applies to all office facilities, regardless of location. Smoking is not permitted in work areas, hallways, restrooms, any indoor areas and within specific boundaries around buildings (as designated by signage at each location). 9.7. UCLA Holidays Agency furnished Temporary Staff shall generally adhere to UCLA’s holiday schedule as referenced in Exhibit F. 9.8. Parking at UCLA UCLA is not responsible for parking arrangements and parking fees for any Temporary Staff Agency may furnish under this Agreement or any purchase order. 9.9. Vehicles Agency Temporary Staff shall be required to use Agency owned vehicles or their own vehicles to reach job site locations at UCLA. Agency Temporary Staff shall not operate UCLA-owned vehicles. 9.10. Badges Agency Temporary Staff may be required to wear UCLA furnished ID badges dependent upon their project assignment and work location. 9.11. CAL-OSHA Agency Temporary Staff shall adhere to all CAL-OSHA regulations where and when applicable to their work environment.

10. USE OF NAME ATTACHMENT III

10.1. Agency acknowledge that use of the names UCLA Health System, the David Geffen School of Medicine at UCLA, Ronald Reagan Medical Center, Santa Monica-UCLA Medical Center and Orthopaedic Hospital, the “University of California” or other similar references to University of California Los Angeles, its physicians or facilities, shall be subject to the prior written approval of the Regents of University of California in accordance with the provisions of applicable law, including but not limited to California Education Code Section 92000, and University of California policy. 10.2. Under no circumstances shall Agency state or imply in any publication or other published announcement that UCLA has approved any product or service that is or might be provided, manufactured, sold, or otherwise distributed. UCLA also requires that its name not be used in connection with any advertisement, press release, or other form of business promotion or publicity, or refer to this Agreement or services provided hereunder, without its prior written approval.

11. RECORDS ABOUT INDIVIDUALS

11.1. The State of California Information Practices Act of 1977, as well as UCLA policy, sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. 11.2. If Agency and/or Temporary Staff create records about an individual of a confidential or personal type, including notes or tape recordings, the information shall be collected to the greatest extent practicable directly from the individual who is the subject of the information. When collecting the information, the Agency shall inform the individual that the record is being made and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in this Agreement.

12. WARRANTY

12.1 The parties acknowledge that UCLA, in selecting the Agency to perform the services hereunder, is relying upon the Agency's reputation for excellence in the performance of the services required hereunder. The Agency shall perform the services in the manner of one who is a recognized specialist in the types of services to be performed. 12.2 Agency warrants that (i) it, and each of the Temporary Staff it uses to provide and perform the Services under this Agreement, will have the necessary knowledge, skills, experience, qualifications and resources to provide and perform the Services in accordance with this Agreement; and (ii) the Services will be performed in a diligent, workmanlike manner which meets or exceeds industry standards applicable to the performance of such Services. 12.3. Agency warrants that it shall at all times and at its own expense (i) comply with all applicable laws, rules, regulations, and governmental orders and applicable codes of practice, now or hereafter in effect relating to its performance of the Services provided under this Agreement; (ii) pay all fees and other charges required by such laws, rules and regulations, codes and orders and (iii) maintain in full force and effect all licenses, permits, authorizations, registrations and qualifications necessary to perform its obligations under this Agreement. 12.4 Agency warrants that Temporary Staff shall, have had a full background check initiated by Agency, in accordance with Section 5, and that the Temporary Staff, shall have no known criminal records or criminal charges which would in any way affect the ability of Temporary Staff, to discharge their responsibilities according to the highest ethical standards which exist in regards to patient and financial data and the systems which process such information. Background checks shall include, but are not limited to, reference checks and criminal checks. 12.5 UCLA reserves the right to perform additional background checks on Temporary Staff providing services hereunder, and to require Temporary Staff to be fingerprinted for such purpose. 12.6 No GSA/OIG Exclusion. Agency represents and warrants to UCLA that neither Agency nor any Temporary Staff providing Services hereunder to the best of its knowledge are: 12.6.1. currently excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b-(f) (the “Federal health care programs”) and/or present on the exclusion database of the Office of the Inspector General (“OIG”) or the Government Services Administration (“GSA”); 12.6.2. convicted of a criminal offense related to the provision of health care items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs; 12.6.3 under investigation or otherwise aware of any circumstances which may result in Agency’s or any of its Temporary Staff being excluded from participation in the Federal health care programs and/or being included on the OIG and/or GSA exclusion database; 12.6.4. debarred, suspended, excluded or disqualified by any Federal governmental agency or department or otherwise declared ineligible from receiving Federal contracts or federally approved subcontracts or from receiving Federal financial and nonfinancial assistance and benefits; and/or 12.6.5. under investigation or otherwise aware of any circumstances which may result in Agency or any its Temporary Staff being debarred, suspended, excluded or disqualified by any Federal governmental agency or department or being excluded from receiving any Federal ATTACHMENT III

contracts or subcontracts or participating in any Federal financial and nonfinancial assistance and benefits. This shall be an ongoing representation and warranty during the term of this Agreement and Agency shall immediately notify UCLA of any change in the status of any of the representations and/or warranties set forth in this Section. Any breach of this Section shall give UCLA the right to terminate this Agreement immediately for cause.

13. INDEPENDENT CONTRACTOR

In the performance of this Agreement, it is mutually understood and agreed that Agency is at all times acting and performing as an independent contractor with, and not as an employee, joint venturer or lessee of, UCLA. Agency shall not have any claim under this Agreement or otherwise against UCLA for workers' compensation, unemployment compensation, sick leave, vacation pay, pension or retirement benefits, Social Security benefits or any other employee benefits, all of which shall be the sole responsibility of Agency. UCLA shall not withhold on behalf of Agency any sums for income tax, unemployment insurance, Social Security or otherwise pursuant to any law or requirement of any government agency, and all such withholding, if any is required, shall be the sole responsibility of Agency. Agency shall indemnify and hold harmless UCLA from any or all loss or liability arising out of or with respect to any of the foregoing benefits or withholding requirements.

14. CONFLICT OF INTEREST

14.1 Agency shall not hire any officer or employee of UCLA to perform any service covered by this Agreement. If the work is to be performed in connection with a Federal contract or grant, Agency will not hire any employee of the United States government to perform any service covered by this Agreement. 14.2 Agency affirms that to the best of his/her knowledge there exists no actual or potential conflict between Agency's family, business, or financial interests and the services provided under this Agreement, and in the event of change in either private interests or service under this Agreement, Agency shall promptly notify UCLA, and any question regarding possible conflict of interest which may arise as a result of such change will be raised with UCLA. 14.3 Agency shall not be in a reporting relationship to a UCLA employee who is a near relative, nor shall the near relative be in a decision-making position with respect to the Agency.

15. INDEMNIFICATION

15.1. Indemnification by Agency. Agency shall defend, indemnify and hold UCLA, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, Attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Agency and/or its Temporary Staff. 15.2. Indemnification by UCLA. UCLA shall defend, indemnify and hold Agency and/or its Temporary Staff harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCLA, its officers, employees, or agents.

16. AGENCY'S LIABILITY AND INSURANCE REQUIREMENTS

16.1 Agency, at its sole cost and expense, shall insure its activities in connection with the work under this Agreement and obtain, keep in force, and maintain insurance as follows: 16.1.1. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence One Million Dollars ($1,000,000)

Personal and Advertising Injury One Million Dollars ($1,000,000) General Aggregate (Not Two Million Dollars applicable to the Comprehensive ($2,000,000) Form) If the above insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. 16.1.2. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles Per Occurrence Combined single limit not less REQUIRED ONLY IF THE than AGENCY DRIVES ON UCLA One Million Dollars PREMESIS IN THE COURSE ($1,000,000) OF PERFORMING WORK FOR THE UNIVERSITY

16.1.3. Professional Liability Insurance ATTACHMENT III

Per Occurrence One Million Dollars ($1,000,000) Aggregate of not less than Two Million Dollars ($ 2,000,000) If this insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. 16.2. Worker’s Compensation as required by California State Law. 16.3 It is understood that the coverage and limits referred to under 16.1.1, 16.1.2, and 16.1.3 above shall not in any way limit the liability of the Agency. Agency shall furnish UCLA with the certificates of insurance evidencing compliance with all requirements prior to commencing work under this Agreement. Such certificates shall: 16.3.1. Provide for thirty (30) days advance written notice to UCLA of any modification, change, or cancellation of any of the above insurance coverage. 16.3.2 Indicate that The Regents of the University of California has been endorsed as an additional insured under the coverage referred to under 16.1.1 and 16.1.2. 16.3.3 Include a provision that the coverage will be primary and will not participate with nor be excess over any valid and collectible insurance or program of self-insurance carried and maintained by UCLA. 16.3.4 It should be further understood that the provisions under 16.3.2 and 16.3.3 above shall only apply in proportion to and to the extent of the negligent acts or omissions of Agency, its officers, agents, or employees.

17. EXAMINATION OF RECORDS, AUDITS

17.1 External Audits and Investigations. Until the expiration of two (2) years after the furnishing of all Services pursuant to this Agreement, Agency shall make available, upon written request to the Secretary, or upon request to the Comptroller General, of any of their duly authorized representatives, the Agreement, and books, documents and records of Agency that are necessary to verify or certify the nature and extent of Agency’s invoiced charges for services furnished to UCLA. 17.2 If Agency carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a twelve-month period, with a related organization (as that term is defined by regulation), such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify or certify the nature and extent of Agency’s invoiced charges for services furnished to UCLA. 17.3 UCLA Right to Audit. Agency shall permit routine audit and examination of all Agency’s books and records related to this Agreement by UCLA or independent auditors retained by UCLA, at reasonable times and with reasonable frequency. Reasonable prior notice of audit shall be required. UCLA shall act in good faith to limit, to the extent reasonably possible, any disruption in Agency’s operations. The Agreement shall remain subject to examination and audit by the University for a period of two (2) years after final payment. The examination and audit shall be confined to those matters connected with the performance of this Agreement.

18. EQUAL OPPORTUNITY AFFIRMATIVE ACTION

Agency shall not maintain or provide racially segregated facilities for employees at any establishment under Agency's control. Agency agrees to adhere to the principles set forth in Executive Orders 11246 and 11375 and to undertake specifically: to maintain employment policies and practices that affirmatively promote equality of opportunity for minority group persons and women; to take affirmative steps to hire and promote women and minority group persons at all job levels and in all aspects of employment; to communicate this policy in both English and Spanish to all persons concerned who are in his/her employ, with outside recruiting services, and the minority community at large; to provide UCLA on request a breakdown of the labor force by, sex, and job category; and to discuss with UCLA the policies and practices relating to this affirmative action program.

19. PROPERTY RIGHTS

All information developed by Agency Temporary Staff pursuant to performance of services under any orders under this Agreement shall be the sole property of UCLA without UCLA’s payment of additional consideration, and shall be furnished to UCLA on the earlier of either (I) completion or termination of this project, or (2) upon earlier termination of Agency's and/or Temporary Staff services under this Agreement.

20. COPYRIGHT

UCLA shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered under this Agreement. The Agency warrants that all creators of copyrightable material delivered under this Agreement to UCLA are, at the time of the material's creation, bona fide employees or subcontractors of the Agency, and that such creation is within the ATTACHMENT III

course and scope of the creator's employment.

21. PATENTS

Whenever any invention or discovery is made or conceived by Agency in the course of or in connection with this Agreement, Agency shall furnish UCLA with complete information with respect thereto and UCLA shall have the sole power to determine whether and where a patent application shall be filed and to determine the disposition of title to and all rights under any application or patent that may result. Agency will, at UCLA expense, execute all documents and do all things necessary or proper with respect to such patent application. The Agency and/or Temporary Staff is specifically subject to an obligation to assign all right, title and interest in any such patent rights to UCLA as well as all right, title and interest in tangible research products embodying such inventions whether the inventions are patentable or not.

22. MISCELLANEOUS

22.1 NON-WAIVER

Waiver or non-enforcement by either party of a term or condition shall not constitute a waiver or non-enforcement of any other term or condition or of any subsequent breach of the same or similar term or condition.

22.2 APPLICABLE LAW

This Agreement shall be governed by and construed under the laws of the State of California without regard to the conflicts of law provisions thereof. All litigation arising under this Agreement shall be tried in the courts of Los Angeles County, California.

22.3 SEVERABILITY

In the event any term or provision of this Agreement is declared null and void or unenforceable by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law.

22.4 NO THIRD-PARTY RIGHTS

Nothing in this Agreement is intended to make any person or entity that is not signatory to the agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

22.5 DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between them. The parties will use their best efforts to arrange personal meetings and/or telephone conferences as needed, between negotiators for the parties at the appropriate management levels, at mutually convenient times and places.

22.6 ATTORNEY’S FEES

In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. The prevailing party shall be entitled to the reasonable value of any services provided to it by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services.

22.7 ASSIGNMENT OR SUBCONTRACTING

The Agency may not assign or transfer this Agreement or any interest therein or claim thereunder, or subcontract any portion of the work thereunder, without the prior written approval of UCLA except as part of the sale of the Agency. If UCLA consents to such assignment or transfer, the terms and conditions of this Agreement shall be binding upon any assignee or transferee.

22.8 NOTICE

Any written notice under this Agreement shall be deemed properly given if sent by registered or certified mail within five (5) business days, postage prepaid, or by nationally recognized overnight delivery service within one (1) business day to the respective and/or via facsimile to the facsimile telephone numbers listed below.

Name, mailing address, fax number: Name, mailing address, fax number: (UCLA) (Agency)

UCLA Health System {AGENCYNM} Procurement & Strategic Sourcing {ADD1} 10920 Wilshire Blvd., Suite 750 {ADD2} Los Angeles, CA 90024 {CITY}, {ST}, {ZIP} Attention: Eimee Miura Attention: {AGENCYCTC} Facsimile #: (310) 794-3621 Facsimile #: ({AC}) {FX#} ATTACHMENT III

22.9 ATTACHMENTS This Agreement shall include the following Exhibits attached hereto and incorporated by reference. 22.9.1 Exhibit A – Service Classification and Rates 22.9.2 Exhibit B - HIPAA Business Associate Agreement. In Exhibit B., HIPAA Business Associate Agreement, “UNIVERSITY” means UCLA, and “BUSINESS ASSOCIATE” means Agency. In the event of a conflict between the terms set forth in Exhibit B and the terms of this Agreement the terms of Exhibit B shall govern. 22.9.3 Exhibit C – UCLA Health System Policy No. 7304 22.9.4 Exhibit D – Litigation Disclosure 22.9.5 Exhibit E – Additional Terms and Conditions – Data Security In Exhibit E – Additional Terms and Conditions – Data Security, “Contractor” means Agency and/or Temporary Staff. 22.9.6 Exhibit F – Additional Terms and Conditions for Temporary Staffing

22.10 ENTIRE AGREEMENT This Agreement, including its Exhibits, contains the entire Agreement between the parties and supersedes all prior written or oral agreements with respect to the subject matter herein. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties. Signature Page Follows

The undersigned hereby acknowledges that he/she, as an officer of Agency, has read and understands the specifications and requirements of this proposed agreement regarding the purchase of supplemental staffing services by UCLA Health System.

UCLA: THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF ITS UCLA HEALTH SYSTEM

Authorized Signature: ______

Name: Eimee Miura

Title: Director, Procurement and Strategic Sourcing

Date Signed: ______

AGENCY: {AGENCYNM}

Authorized Signature: ______

Name:

Title:

Date Signed: ______

*Social Security or Employer Identification Number: ______ATTACHMENT III

EXHIBIT I - SERVICE CLASSIFICATION(S) AND RATES

Service Classification(s): See Attached.

Rates: See Attached. EXHIBIT B - HIPAA BUSINESS ASSOCIATE AGREEMENT

This HIPAA Business Associate Agreement ("BA AGREEMENT") supplements and is made a part of any and all agreements entered into by and between The Regents of the University of California, a California corporation ("UNIVERSITY"), on behalf of its University of California Los Angeles (UCLA) Health System and {AGENCYNM} ("BUSINESS ASSOCIATE") and is effective as of {EFFECTDT2} ("Effective Date"). UNIVERSITY has designated all of its HIPAA health care components as a single component of its hybrid entity and therefore this agreement is binding on all other health care components of the UNIVERSITY.

RECITALS

A. UNIVERSITY and BUSINESS ASSOCIATE desire to protect the privacy and provide for the security of Protected Health Information (as that term is defined herein) used by or disclosed to BUSINESS ASSOCIATE in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (45 CFR Parts 160, 162 and 164, the "HIPAA Regulations"), the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), California Health and Safety Code §1280.15, California Civil Code §§1798.82 and 1798.29, and other applicable laws and regulations. The purpose of this BA AGREEMENT is to satisfy certain standards and requirements of HIPAA, the HIPAA Regulations, including 45 CFR § 164.504(e), and the HITECH Act, including Subtitle D, part 1, as they may be amended from time to time.

B. BUSINESS ASSOCIATE provides services to UNIVERSITY, or performs or assists in the performance of UNIVERSITY activities or functions, involving the use or disclosure of Protected Health Information in the course of such service or assistance.

C. UNIVERSITY wishes to disclose to BUSINESS ASSOCIATE certain information, some of which may constitute Protected Health Information or Medical Information (herein collectively referred to as “PHI”).

Therefore, intending to be legally bound hereby, the parties agree as follows:

1. EFFECT OF AGREEMENT. This BA AGREEMENT amends supplements and is made a part of any and all agreements between UNIVERSITY and BUSINESS ASSOCIATE, regardless of whether the agreement(s) shall have been entered into before or after the Effective Date of this BA AGREEMENT. To the extent that the terms of the agreement(s) are inconsistent with the terms of this BA AGREEMENT, the terms of this BA AGREEMENT shall control.

2. DEFINITIONS. ATTACHMENT III

2.1 “Breach” means the unauthorized acquisition, access, use, or disclosure of PHI that compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information, and shall have the meaning given to such term under HIPAA and the HIPAA regulations, including 45 CFR §164.402, as well as California Civil Code §§ 1798.29 and 1798.82.

2.2 “Electronic Health Record” means an electronic record of health-related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff, and shall have the meaning given to such term under the HITECH Act, including Section 13400(5).

2.3 “Electronic PHI” means PHI that is transmitted by or maintained in electronic media and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including 45 CFR § 160.103. For the purposes of this BA AGREEMENT, Electronic PHI includes all computerized data, as defined in California Civil Code §§ 1798.29 and 1798.82.

2.4 "Information System" means an interconnected set of information resources under the same direct management control that shares common functionality. A system normally includes hardware, software, information, data, applications, communications, and people, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including 45 CFR § 164.304.

2.5 “Medical Information” means any individually identifiable information, in electronic or physical form, in possession of or derived from a provider of health care, health care service plan, pharmaceutical company, or contractor regarding a patient's medical history, mental or physical condition, or treatment and shall have the meaning given to such term under California Civil Code § 56.05.

2.6 “Protected Health Information" ("PHI") means any information, including Electronic PHI, whether oral or recorded in any form or medium: (i) that relates to the past, present, or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including, but not limited to 45 CFR § 160.103. For the purposes of this BA AGREEMENT, PHI includes all medical information and health insurance information as defined in California Civil Code §§ 56.05 and 1798.82.

2.7 “Secretary” means the Secretary, Department of Health and Human Services, or his or her designee.

2.8 "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an Information System, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including 45 CFR § 164.304.

2.9 “Unsecured PHI” means PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of an Encryption or Destruction technology or methodology specified by the Secretary in guidance issued under Section 13402(h) (2) of the HITECH Act on the Health and Human Services Web site, as such guidance may be revised from time to time, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including 45 CFR § 164.402.

2.9.1 “Encryption” means a technology or methodology that utilizes an algorithmic process to transform data into a form in which there is a low probability of assigning meaning without use of a confidential process or key, and such confidential process or key that might enable decryption has not been breached, and shall have the meaning given to such term under HIPAA and HIPAA Regulations, including 45 CFR § 164.304.

2.9.2 “Destruction” means the use of a technology or methodology by which the media on which the PHI is stored or recorded has been shredded, destroyed, cleared, or purged, as appropriate, such that the PHI cannot be read, retrieved, or otherwise reconstructed. Redaction is inadequate for the purposes of destruction.

3. RESPONSIBILITIES OF BUSINESS ASSOCIATE.

3.1 Permitted Uses and Disclosures of PHI. BUSINESS ASSOCIATE may use, access, and/or disclose PHI received by BUSINESS ASSOCIATE solely for the purpose of performing a function or activity for or on behalf of the University.

3.1.1 Minimum Necessary. With respect to the use, access, or disclosure of PHI by BUSINESS ASSOCIATE as permitted under section 3.1, BUSINESS ASSOCIATE shall limit such use access, or disclosure, to the extent practicable, to the minimum necessary to accomplish the intended purpose of such use, access, or disclosure. BUSINESS ASSOCIATE shall determine what constitutes the minimum necessary to accomplish the intended purpose in accordance with HIPAA, HIPAA Regulations and any applicable guidance issued by the Secretary.

3.1.2 Documentation of Disclosures. With respect to any disclosures of PHI by BUSINESS ASSOCIATE as permitted under section 3.1, BUSINESS ASSOCIATE shall document such disclosures including, but not limited to, the date of the disclosure, the name and, if known, the address of the recipient of the disclosure, a brief description of the PHI disclosed, and the purpose of the disclosure.

3.1.3 Modification of PHI. Except as permitted under section 3.10.2 below, BUSINESS ASSOCIATE shall not modify any existing data to which it is granted access other than to correct errors, or derive new data from such existing data. BUSINESS ASSOCIATE shall record any modification of data and retain such record for a period of seven (7) years. ATTACHMENT III

3.1.4 Electronic Transaction Standards. Where applicable, BUSINESS ASSOCIATE shall adhere to the transaction standards as specified in 45 CFR §§ Parts 160 and 162.

3.2 Other Permitted Uses and Disclosures of PHI. BUSINESS ASSOCIATE may, if necessary and only to the extent necessary, use PHI (i) for the proper management and administration of BUSINESS ASSOCIATE's business, (ii) to provide data aggregation services relating to the health care operations of UNIVERSITY, or (iii) to carry out BUSINESS ASSOCIATE's legal responsibilities, subject to the limitation in section 3.3, below. BUSINESS ASSOCIATE shall obtain reasonable assurances from the person to whom the PHI is being disclosed that, as required under this BA AGREEMENT, the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed. BUSINESS ASSOCIATE shall require that any Breaches or Security Incidents be immediately reported to BUSINESS ASSOCIATE. BUSINESS ASSOCIATE shall then report the Breach or Security Incident to UNIVERSITY in accordance with section 3.7.

3.3 Nondisclosure of PHI. BUSINESS ASSOCIATE is not authorized and shall not use or further disclose UNIVERSITY's PHI other than as permitted or required under any agreement it has with University, including this BA AGREEMENT, or as required by law or regulation.

3.3.1 Disclosures Required by Law. In the event BUSINESS ASSOCIATE is required by law to disclose PHI, BUSINESS ASSOCIATE shall promptly notify UNIVERSITY of such requirement. BUSINESS ASSOCIATE shall give UNIVERSITY sufficient opportunity to oppose such disclosure or take other appropriate action before BUSINESS ASSOCIATE discloses the PHI.

3.3.2 Legal Process. In the event BUSINESS ASSOCIATE is served with legal process or a request from a governmental agency that may potentially require the disclosure of PHI, BUSINESS ASSOCIATE shall promptly, and in any case within two (2) business days of its receipt of such legal process or request, notify UNIVERSITY. BUSINESS ASSOCIATE shall not disclose the PHI without UNIVERSITY’S consent unless pursuant to a valid and specific court order or to comply with a requirement for review of documents by a governmental regulatory agency under its statutory or regulatory authority to regulate the activities of either party.

3.4 Prohibition on Sale of PHI for Remuneration. Subject to the limitations set forth in Section 13405(d) (2) of the HITECH Act, BUSINESS ASSOCIATE shall not directly or indirectly receive remuneration in exchange for any of UNIVERSITY’s PHI unless BUSINESS ASSOCIATE first obtains authorization from UNIVERSITY. UNIVERSITY shall not grant such authorization unless the subject of the PHI has granted UNIVERSITY a valid authorization that includes a specification of whether the PHI can be further exchanged for remuneration by the entity receiving the individual’s PHI.

3.5 Security Standards. BUSINESS ASSOCIATE shall take appropriate security measures (i) to protect the confidentiality, integrity and availability of UNIVERSITY's Electronic PHI information that it creates receives, maintains, or transmits on behalf of the UNIVERSITY and (ii) to prevent any use or disclosure of UNIVERSITY's PHI other than as provided by the Agreement and this BA AGREEMENT. Appropriate security measures include the implementation of the administrative, physical and technical safeguards specified in 45 CFR §§ 164.306, 164.308, 164.310, 164.312 and 164.316.

3.6 Security Documentation. BUSINESS ASSOCIATE shall maintain the policies and procedures implemented to comply with section 3.5 in written form (paper or electronic). If an action, activity or assessment is required to be documented, BUSINESS ASSOCIATE shall maintain a written record (paper or electronic) of the action, activity, or assessment, shall retain the documentation for six (6) years from the date of its creation or the date when it last was in effect, whichever is later, make documentation available to those persons responsible for implementing the procedures to which the documentation pertains, and review documentation periodically, and update as needed, in response to environmental or operational changes affecting the security of the PHI.

3.7 Notification of Breaches and Security Incidents. BUSINESS ASSOCIATE shall notify UNIVERSITY in writing as soon as possible, but in no event more than two (2) business days, after BUSINESS ASSOCIATE becomes aware of any Breach of or Security Incident involving UNIVERSITY's PHI. BUSINESS ASSOCIATE shall be deemed to be aware of any Breach or Security Incident as of the first day on which such Breach or Security Incident is known or reasonably should have been known to its officers, employees, agents or subcontractors. BUSINESS ASSOCIATE shall identify as soon as practicable each individual whose unsecured PHI has been, or is reasonably believed by BUSINESS ASSOCIATE to have been, accessed, acquired, or disclosed during such Breach or Security Incident. BUSINESS ASSOCIATE shall cooperate in good faith with UNIVERSITY in the investigation of any Breach or Security Incident.

3.8 Prompt Corrective Actions. In addition to the notification requirements in section 3.7 above, and with prior notice to the UNIVERSITY, BUSINESS ASSOCIATE shall take (i) prompt corrective action to remedy any Breach or Security Incident, (ii) mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by BUSINESS ASSOCIATE, and (iii) take any other action required by applicable federal and state laws and regulations pertaining to such Breach or Security Incident.

3.8.1 Notification of Corrective Action and Provision of Policies. BUSINESS ASSOCIATE will provide written notice to UNIVERSITY as soon as possible but no later than twenty (20) calendar days after discovery of the Breach or Security Incident of (i) the actions taken by BUSINESS ASSOCIATE to mitigate any harmful effect of such Breach or Security Incident and (ii) the corrective action BUSINESS ASSOCIATE has taken or shall take to prevent future similar Breaches or Security Incidents. Upon UNIVERSITY's request, BUSINESS ASSOCIATE will also provide to UNIVERSITY a copy of BUSINESS ASSOCIATE's policies and procedures that pertain to the Breach or Security Incident involving UNIVERSITY's PHI, including procedures for curing any material breach of this BA AGREEMENT. ATTACHMENT III

3.8.2 Lost or Indecipherable Transmissions. BUSINESS ASSOCIATE agrees to make reasonable efforts to trace lost or translate indecipherable transmissions. BUSINESS ASSOCIATE shall bear all costs associated with the recreation of incomplete, lost or indecipherable transmissions if such loss is the result of an act or omission of BUSINESS ASSOCIATE.

3.9 RIGHTS and RESPONSIBILITIES of UNIVERSITY.

3.9.1 Right of UNIVERSITY to Accounting or Audit. Within fifteen (15) calendar days of UNIVERSITY’s request, BUSINESS ASSOCIATE shall provide, at BUSINESS ASSOCIATE's expense, an audit or written accounting of the uses and disclosures of UNIVERSITY's PHI made by BUSINESS ASSOCIATE and its Agents, if: (i) UNIVERSITY receives credible information that there has been a Breach or Security Incident involving UNIVERSITY's PHI, or (ii) if UNIVERSITY determines that the written notice provided in section 3.8.1 does not provide sufficient assurances that the Breach or Security Incident involving UNIVERSITY's PHI has been remedied.

3.9.2 UNIVERSITY's Right to Terminate. If BUSINESS ASSOCIATE fails to provide the accounting or audit in a timely manner, or if UNIVERSITY is not satisfied that the corrective action is sufficient to reasonably prevent similar Breaches or Security Incidents in the future, UNIVERSITY may terminate its applicable agreements with BA in accordance with section 5, below.

3.9.3 Costs Related to Inappropriate Use, Access or Disclosure of PHI. If BUSINESS ASSOCIATE fails to adhere to any of the privacy, confidentiality, and/or data security provisions set forth in this BA AGREEMENT or any other agreement it has with UNIVERSITY or if there is a Security Incident or Breach of PHI in BUSINESS ASSOCIATE’s possession and, as a result, PHI or any other confidential information is unlawfully accessed, used or disclosed, BUSINESS ASSOCIATE agrees to pay and reimburse UNIVERSITY for any and all costs, direct or indirect, incurred by UNIVERSITY associated with any Security Incident or Breach notification obligations. BUSINESS ASSOCIATE also agrees to pay for any and all fines and/or administrative penalties imposed for such unauthorized access, use or disclosure of confidential information or for delayed reporting if it fails to notify the UNIVERSITY of the Breach or Security Incident as required by this BA AGREEMENT.

3.9.4 Regulatory Compliance. BUSINESS ASSOCIATE shall make its internal practices, books and records relating to the use, disclosure or security of PHI received from UNIVERSITY (or created or received by BUSINESS ASSOCIATE on behalf of UNIVERSITY) available to any state or federal agency, including the U.S. Department of Health and Human Services, for purposes of determining UNIVERSITY's and/or BUSINESS ASSOCIATE’s compliance with federal/state privacy and security laws and regulations.

3.9.5 Inspection of Records. Within thirty (30) calendar days after UNIVERSITY’s written request, BUSINESS ASSOCIATE shall make available to UNIVERSITY and its authorized agents, during normal business hours, all facilities, systems, procedures, records, books, agreements, policies and procedures relating to the use and/or disclosure of UNIVERSITY's PHI for purposes of enabling UNIVERSITY to determine BUSINESS ASSOCIATE's compliance with federal/state privacy and security laws and regulations.

3.10 Rights of Individuals.

3.10.1 Individual’s Right to Request Restrictions of PHI. BUSINESS ASSOCIATE shall notify UNIVERSITY in writing within five (5) business days after receipt of any request by individuals or their representatives to restrict the use and disclosure of the PHI BUSINESS ASSOCIATE maintains for or on behalf of UNIVERSITY. Upon written notice from UNIVERSITY that it agrees to comply with the requested restrictions, BUSINESS ASSOCIATE agrees to comply with any instructions to modify, delete or otherwise restrict the use and disclosure of PHI it maintains for or on behalf of UNIVERSITY.

3.10.2 Individual's Request for Amendment of PHI. BUSINESS ASSOCIATE shall inform UNIVERSITY within five (5) business days after receipt of any request by or on behalf of the subject of the PHI to amend the PHI that BUSINESS ASSOCIATE maintains for or on behalf of UNIVERSITY. BUSINESS ASSOCIATE shall, within twenty (20) calendar days after receipt of a written request, make the subject's PHI available to UNIVERSITY as may be required to fulfill UNIVERSITY's obligations to amend PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR § 164.526. BUSINESS ASSOCIATE shall, as directed by UNIVERSITY, incorporate any amendments to UNIVERSITY's PHI into copies of such PHI maintained by BUSINESS ASSOCIATE.

3.10.3 Individual's Request for an Accounting of Disclosures of PHI. BUSINESS ASSOCIATE shall document all disclosures of PHI and, within twenty (20) calendar days after receipt of a written request, make available to UNIVERSITY, and, if authorized in writing by UNIVERSITY, to the subject of the PHI, such information maintained by BUSINESS ASSOCIATE or its agents as may be required to fulfill UNIVERSITY's obligations to provide an accounting for disclosures of UNIVERSITY's PHI pursuant to HIPAA, the HIPAA Regulations, including, but not limited to, 45 CFR § 164.528, and the HITECH Act, including, but not limited to Section 13405(c).

3.10.4 Electronic Health Records. If BUSINESS ASSOCIATE, on behalf of UNIVERSITY, uses or maintains Electronic Health Records with respect to PHI, UNIVERSITY may provide an individual, upon the individual’s request, with the name and contact information of BUSINESS ASSOCIATE so that the individual may make a direct request to BUSINESS ASSOCIATE for an accounting of disclosures made by BUSINESS ASSOCIATE during the three (3) years prior to the date on which the accounting is requested or as otherwise provided under the HITECH Act Section 13405(c)(4)(A) or Section 13405(c)(4)(B).

3.10.5 Access to PHI by the Individual. If UNIVERSITY determines that a an individual’s PHI is held solely by BUSINESS ASSOCIATE or if BUSINESS ASSOCIATE is acting on behalf of UNIVERSITY to provide access to or a copy of an individual’s PHI, BUSINESS ASSOCIATE shall, within five (5) calendar days after receipt of a written ATTACHMENT III request, make available to UNIVERSITY, and, if authorized in writing by UNIVERSITY, to the subject of the PHI, such information as may be required to fulfill UNIVERSITY's obligations to provide access to or provide a copy of the PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR § 164.524.

3.10.6 Access to Certain Information in Electronic Format. If BUSINESS ASSOCIATE uses or maintains Electronic Health Records with respect to PHI on behalf of UNIVERSITY, BUSINESS ASSOCIATE shall, upon request of UNIVERSITY, provide UNIVERSITY with the requested Electronic Health Record in an electronic format.

3.11 Compliance with Law. In connection with all matters related to this BA AGREEMENT, BUSINESS ASSOCIATE shall comply with all applicable federal and state laws and regulations, including, but not limited to, HIPAA, the HIPAA Regulations, 45 CFR §§ Parts 160, 162 and 164, and the HITECH Act, Subtitle D, part 1, California Civil Code §1798.29 and California Health and Safety Code §1280.15, as they may be amended from time to time.

4. BUSINESS ASSOCIATE'S AGENTS. Other than as expressly authorized herein, BUSINESS ASSOCIATE will provide UNIVERSITY's PHI only to persons or entities, including subcontractors, that have an agency relationship to BUSINESS ASSOCIATE and that have been approved in advance by UNIVERSITY ("Agents"). BUSINESS ASSOCIATE will provide PHI to Agents solely for the purposes of carrying out the Agreement.

4.1 BUSINESS ASSOCIATE shall require such Agents to agree to the same restrictions and conditions that are imposed on BUSINESS ASSOCIATE by this BA AGREEMENT, and to provide written assurance of such agreement, including, but not limited to, sections 3.5 ("Security Standards"), 3.6 ("Security Documentation") and 3.7 (“Notification of Breaches and Security Incidents).

5. TERMINATION AND OTHER REMEDIES.

5.1 Material Breach. A breach by either party of any material provision of this BA AGREEMENT shall constitute a material breach of the agreement(s) between UNIVERSITY and BUSINESS ASSOCIATE. Either party, upon written notice to the other party describing the breach, may take any of the following actions:

5.1.1 Terminate all applicable agreements, including this BA AGREEMENT, immediately if the other party has breached a material term of this BA AGREEMENT;

5.1.2 Terminate the applicable agreement(s), including this BA AGREEMENT, unless the other party, within five (5) business days, provides a plan to cure the breach and, within fifteen (15) business days, cures the breach;

5.1.3 In the case of a material breach of the BA AGREEMENT, if termination is not feasible, upon the non-breaching party’s request, the breaching party shall:

(a) at its expense, provide a third-party review of the outcome of any plan implemented under section 5.1.2. to cure the breach;

(b) at its expense, submit to a plan of monitoring and reporting to demonstrate compliance with the BA AGREEMENT.

5.2 Effect of Termination - Return or Destruction of PHI held by BUSINESS ASSOCIATE or BUSINESS ASSOCIATE's Agents. Upon termination, expiration or other conclusion of the BA AGREEMENT for any reason, BUSINESS ASSOCIATE shall return or, at the option of UNIVERSITY, provide for the Destruction of all PHI received from UNIVERSITY, or created and received by BUSINESS ASSOCIATE on behalf of UNIVERSITY in connection with the BA AGREEMENT, that BUSINESS ASSOCIATE or its Agents still maintains in any form, and shall retain no copies of such PHI. Not less than thirty (30) calendar days after the termination of this BA AGREEMENT, BUSINESS ASSOCIATE shall both complete such return or Destruction and certify in writing to UNIVERSITY that such return or Destruction has been completed.

5.3 Return or Destruction Not Feasible. If BUSINESS ASSOCIATE represents to UNIVERSITY that return or Destruction of UNIVERSITY's PHI is not feasible, BUSINESS ASSOCIATE must provide UNIVERSITY with a written statement of the reason that return or Destruction by BUSINESS ASSOCIATE or its Agents is not feasible. If UNIVERSITY determines that return or Destruction is not feasible, this BA AGREEMENT shall remain in full force and effect and shall be applicable to any and all of UNIVERSITY's PHI held by BUSINESS ASSOCIATE or its Agents.

5.4 Other Remedies. Notwithstanding the foregoing rights to terminate the Agreement, UNIVERSITY shall have such other remedies as are reasonably available at law or equity, including injunctive relief.

5.5 Civil and Criminal Penalties. BUSINESS ASSOCIATE understands and agrees that it is subject to civil or criminal penalties applicable to BUSINESS ASSOCIATE for unauthorized use, access or disclosure of PHI in accordance with the HIPAA Regulations and the HITECH Act.

6. CHANGES TO THIS BA AGREEMENT.

6.1 Compliance with Law. The parties acknowledge that state and federal laws and regulations relating to electronic data security and privacy are rapidly evolving and that additional obligations and responsibilities may be imposed on BUSINESS ASSOCIATE to ensure compliance with the new laws and regulations. The parties specifically agree to comply with all applicable laws and regulations and take such action as may be necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations, the HITECH Act, and other applicable state and federal laws and regulations relating to the security or confidentiality of PHI, without need to amend or modify this BA AGREEMENT.

7. INSURANCE AND INDEMNIFICATION.

7.1 Insurance. In addition to any general and/or professional liability insurance ATTACHMENT III coverage required of BUSINESS ASSOCIATE under the Agreement, BUSINESS ASSOCIATE agrees to obtain and maintain, at its sole expense, liability insurance on an occurrence basis, covering any and all claims, liabilities, demands, damages, losses, costs and expenses arising from a breach of the security, privacy, or confidentiality obligations of BUSINESS ASSOCIATE, its officers, employees, agents and subcontractors, under this BA AGREEMENT. Such insurance coverage shall be maintained for the term of the Agreement, and a copy of such policy or a certificate evidencing the policy shall be provided to UNIVERSITY at UNIVERSITY’s request.

7.2 Indemnification by BUSINESS ASSOCIATE. BUSINESS ASSOCIATE agrees to defend at UNIVERSITY's election, indemnify, and hold harmless UNIVERSITY, its officers, agents or employees from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including costs and reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the acts or omissions of BUSINESS ASSOCIATE, its officers, employees, agents and subcontractors with respect to the use and disclosure of UNIVERSITY's PHI.

7.3 Indemnification by UNIVERSITY. UNIVERSITY agrees to defend at BUSINESS ASSOCIATE's election, indemnify, and hold harmless BUSINESS ASSOCIATE, its officers, agents and employees from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including costs and reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the acts or omissions of UNIVERSITY, its officers, agents or employees with respect to the use and disclosure of UNIVERSITY's PHI.

8. MISCELLANEOUS PROVISIONS.

8.1 Assistance in Litigation or Administrative Proceedings. BUSINESS ASSOCIATE shall make itself, and any employees or agents assisting BUSINESS ASSOCIATE in the performance of its obligations under this BA AGREEMENT, available to UNIVERSITY at no cost to UNIVERSITY to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against UNIVERSITY, its directors, officers, agents or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy..

8.2 Independent Contractor. BUSINESS ASSOCIATE is an independent contractor and nothing in this BA AGREEMENT is intended to create or imply an agency or employment relationship between UNIVERSITY and BUSINESS ASSOCIATE.

8.3 No Third-Party Beneficiaries. Nothing express or implied in this BA AGREEMENT is intended to confer, nor shall anything herein confer, any rights, remedies, obligations or liabilities whatsoever upon any person or entity other than UNIVERSITY, BUSINESS ASSOCIATE and its respective agents, successors or assigns.

8.4 Number. Where the context admits, words in the plural include the singular, and the singular includes the plural. 8.5 Survival. The obligations of BUSINESS ASSOCIATE under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 5.2, 5.3, 5.5, 7.2, 7.3, and 8.1 of this BA AGREEMENT shall survive the termination of any agreement between UNIVERSITY and BUSINESS ASSOCIATE.

8.6 Notices. Any notices to be given to either party shall be made via U.S. Mail or express courier to the address given below and/or via facsimile to the facsimile telephone numbers listed below.

If to BUSINESS ASSOCIATE, to: With a copy (which shall not constitute notice) to:

{AGENCYNM} ______{ADD1} ______{ADD2} ______{CITY}, {ST}, {ZIP} ______

Attention: {AGENCYCTC} Attention: ______

Fax: ({AC}) {FX#} Fax: ______

If to UNIVERSITY, to: With a copy (which shall not constitute notice) to:

UCLA Health System ______Procurement & Strategic Sourcing ______10920 Wilshire Blvd., Suite 750 ______Los Angeles, CA 90024 ______

Attention: Eimee Miura Attention: ______

Fax: (310) 794-3621 Fax: ______

Each party may change its address and that of its representative for notice by giving notice in the manner provided above. ATTACHMENT III

IN WITNESS WHEREOF, the parties hereto have duly executed this BA AGREEMENT.

The Regents of the University of California {AGENCYNM} on behalf of its University of California Los Angeles (UCLA) Health System

______Signature Signature

Eimee Miura ______Printed Name Printed Name

Director, Procurement & Strategic Sourcing ______Title Title

______Date Date EXHIBIT C - UCLA HEALTH SYSTEM POLICY NO. 7304

Temporary Employees HS 7304 ______

TEMPORARY EMPLOYEES

PURPOSE

To provide guidelines for obtaining and utilizing personnel provided through contractual agreements.

PROCEDURES

I. Personnel hired through contractual arrangements must follow all Medical Center and Human Resources policies and procedures.

II. The hospital department must verify valid license, certification and/or CPR card before beginning any assignment.

III. The hospital department within which the temporary employee is assigned to work must provide: 1) written job description, in which all expectations are reviewed on the first day; 2) a competency assessment, including age specific competencies if appropriate, which is reviewed before a task is performed independently; 3) department specific orientation; 4) and a performance evaluation, which is completed by the end of their assignment or annually. These documents will be kept in the temporary employee’s personnel file which is maintained by the assigned department.

IV. Agencies that provide UCLA Health System with temporary contracts for staffing in patient care areas are responsible for verifying that the following are completed prior to referring an employee to a temporary position at UCLA Health System:

Patient Care & Patient Care Administrative & Clerical ATTACHMENT III

Support Temporary Staff Temporary Staff

A. Background Criminal Check A. Background Criminal Check B. Verification of Valid License (In Patient Care Areas) (If Applicable) B. Verification of Valid License (If C. Verification of Valid Certificate Applicable) (If Applicable) C. Verification of Valid Certificate D. Verification of Valid CPR (If Applicable) Card (If Applicable) D. Verification of Valid CPR Card E. Evidence of Annual TB Testing (If Applicable) F. Child, Domestic and Elder E. Evidence of Annual TB Testing Abuse Reporting Forms (3) F. Child, Domestic and Elder G. Confidentiality Statement Abuse Reporting Forms (3) H. HIPAA Modules and Post Tests G. Confidentiality Statement I. Evidence of Physical Exam H. HIPAA Modules and Post Tests J. Evidence of Drug Screening I. Self Study Orientation Guide K. Self Study Orientation Guide and Staff Information and Staff Information Handbook Handbook and Post Test and Post Test - (Education (Education Module at SMH) Module at SMH) M. Age Specific Module and Post Test N. Restraints Competency Module If Applicable Temporary Employees HS 7304 ______

IV. Prior to a temporary employee beginning an assignment, all required paperwork must be forwarded to the assigned department. A personnel file will be maintained in the assigned department for each temporary employee. The agency maintains all documents as well.

VI. Temporary personnel are covered by the agency for workers’ compensation and should be referred to the emergency room for injuries.

FORMS None

REFERENCES None

REVISION HISTORY

Effective Date: March 15, 1978 Review Date: March 1, 1995; February 13, 1998; February 25, 2000; September 25, 2000; July 14, 2003, April 27, 2005, June 28, 2006 Revision Date: May 21, 2002; September 4, 2002; July 14, 2003, June 23, 2005 July 27, 2006, March 2008

APPROVAL

David Feinberg, M.D. Interim CEO and Associate Vice Chancellor

Marshall T. Morgan, M.D. Chief of Staff Ronald Reagan UCLA Medical Center

David Baron, MD Chief of Staff Santa Monica-UCLA Medical Center and Orthopaedic Hospital

Randall Espinoza, M.D. Chief of Staff Resnick Neuropsychiatric Hospital at UCLA ATTACHMENT III

EXHIBIT D - LITIGATION DISCLOSURE

See Section 9.3. (Compliance Program Obligations) of the Master Temporary Staffing Agreement. EXHIBIT E - ADDITIONAL TERMS AND CONDITIONS – DATA SECURITY

UNIVERSITY OF CALIFORNIA Appendix - DS

Additional Terms and Conditions – Data Security

ARTICLE 1 – ACKNOWLEDGMENT OF ACCESS TO INFORMATION CHARACTERIZED AS COVERED DATA Contractor acknowledges that its contract/purchase order with The Regents of the University of California (“Agreement”) may allow the Contractor access to confidential University information including, but not limited to, personal information, student records, health care information, or financial information notwithstanding the manner in which or from whom it is received by Contractor (“Covered Data”) which is subject to state laws that restrict the use and disclosure of such information, including the California Information Practices Act (California Civil Code Section 1798 et seq.) and the California Constitution Article 1, Section 1. Contractor further acknowledges the applicability to this Agreement of Federal privacy laws such as the Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b) (2)) applicable to financial transactions and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records. Contractor shall maintain the privacy of, and shall not release, Covered Data without full compliance with all applicable state and federal laws, University policies, and the provisions of this Agreement. Contractor agrees that it will include all of the terms and conditions contained in this appendix in all subcontractor or agency contracts providing services under this Agreement.

ARTICLE 2 – APPLICABLE LAWS AND UNIVERSITY POLICIES Contractor agrees to abide by the University’s Electronic Communications Policy and Business and Finance Bulletin IS-3, Electronic Information Security, which can be viewed at (http://www.ucop.edu/ucophome/policies/ec/), and (http://www.ucop.edu/ucophome/policies/bfb/bfbis.html). Where a federal, state or local law, ordinance, rule or regulation is required to be made applicable to this Agreement, it shall be deemed to be incorporated herein without amendment to this Agreement. ARTICLE 3 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF COVERED DATA AND INFORMATION Contractor agrees to hold Covered Data received from or created on behalf of University in strictest confidence. Contractor shall not use or disclose Covered Data except as permitted or required by the Agreement or as otherwise authorized in writing by University. If required by a court of competent jurisdiction or an administrative body to disclose Covered Data, Contractor will notify University in writing prior to any such disclosure in order to give University an opportunity to oppose any such disclosure. Any work using, or transmission or storage of, Covered Data outside the United States is subject to prior written authorization by the University.

ARTICLE 4 – SAFEGUARD STANDARD Contractor agrees that it will protect the Covered Data according to commercially acceptable standards and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Contractor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Covered Data.

ARTICLE 5 – RETURN OR DESTRUCTION OF COVERED DATA AND INFORMATION Upon termination, cancellation, expiration or other conclusion of the Agreement, Contractor shall return the Covered Data to University unless University requests that such data be destroyed. This provision shall also apply to all Covered Data that is in the possession of subcontractors or agents of Contractor. Contractor shall complete such return or destruction not less than thirty (30) days after the conclusion of this Agreement. Within such thirty (30) day period, Contractor shall certify in writing to University that such ATTACHMENT III

return or destruction has been completed.

ARTICLE 6 – REPORTING OF UNAUTHORIZED DISCLOSURES OR MISUSE OF COVERED DATA AND INFORMATION Contractor shall report, either orally or in writing, to University any use or disclosure of Covered Data not authorized by this Agreement or in writing by University, including any reasonable belief that an unauthorized individual has accessed Covered Data. Contractor shall make the report to University immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the University Covered Data used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by University.

ARTICLE 7 – EXAMINATION OF RECORDS University and, if the applicable contract or grant so provides, the other contracting party or grantor (and if that be the United States, or an agency or instrumentality thereof, then the Controller General of the United States) shall have access to and the right to examine any pertinent books, documents, papers, and records of Contractor involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. Contractor shall retain project records for a period of five years from the date of final payment.

ARTICLE 8 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Contractor shall make itself and any employees, subcontractors, or agents assisting Contractor in the performance of its obligations under the Agreement available to University at no cost to University to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against University, its directors, officers, agents or employees based upon a claimed violation of laws relating to security and privacy and arising out of this Agreement.

ARTICLE 9 – NO THIRD-PARTY RIGHTS Nothing in this Agreement is intended to make any person or entity who is not signatory to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 10 – ATTORNEY'S FEES In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, including the reasonable value of any services provided by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services.

ARTICLE 11 – INDEMNITY Contractor shall indemnify, defend and hold University harmless from all lawsuits, claims, liabilities, damages, settlements, or judgments, including University’s costs and attorney fees, which arise as a result of Contractor’s negligent acts or omissions or willful misconduct.

ARTICLE 12 – SURVIVAL The terms and conditions set forth in this Appendix shall survive termination of the Agreement between the parties. EXHIBIT F – ADDITIONAL TERMS AND CONDITIONS FOR TEMPOARY STAFFING

1.0 REQUESTS FOR STAFFING AND SCHEDULING

1.1 UCLA shall use its best efforts to request Staff at least two (2) hours prior to the applicable reporting time. If UCLA requests a particular person, Agency shall assign that person to UCLA if the person is available, satisfies the criteria for Qualified Staff and is ready, willing and able to work.

1.2 When UCLA requests Staff less than one (1) hour prior to the scheduled start of a shift, Agency will be paid for that Staff from the scheduled start of the shift, provided Staff actually report to and commence work within one (1) hour of the start of the shift. On the other hand, if Staff actually report to and commence work later than one (1) hour after the scheduled start of the shift, Agency will only be paid for all actual hours worked.

1.3 Prior to two (2) hours before the scheduled start of a shift or assignment, UCLA may change or cancel a request for Staff without incurring any liability from Agency. It shall be Agency's responsibility to contact Staff whenever UCLA changes or cancels any request for Staff.

1.4 When UCLA requests Staff after the start of a shift, Agency will be paid from the time of confirmation so long as person reports to work within one hour of the confirmation. Should the staff report later than one hour, Agency will only be paid for all actual hours worked.

1.5 When UCLA cancels a request for Staff less than two (2) hours before the scheduled start of a shift or assignment, and Staff cannot be contacted by Agency prior to reporting to UCLA for work, UCLA will pay Agency for two (2) hours per the rate structure for that Staff in effect at the time of cancellation. Agency shall be solely responsible for satisfying any reporting time pay obligations due Staff under state or federal wage and hour laws.

1.6 When Agency cancels or declines or rejects a request by UCLA for Staff less than two (2) hours prior to the scheduled start of a shift or assignment, and Agency cannot replace that Staff with a substitute acceptable to UCLA per the terms of this Agreement, Agency shall make best efforts to replace staff if UCLA requests it.

1.7 If Staff is no longer needed by UCLA after reporting for work and beginning his or her assignment, Staff may be called off by UCLA. If Staff is called off by UCLA, Agency shall be paid for the actual hours worked by Staff or two (2) hours, whichever is greater, per the rate structure for that Staff in effect at the time of the call off. Agency shall be solely responsible for satisfying any reporting time pay and compensation obligations due Staff under state or federal wage and hour laws. ATTACHMENT III

1.8 If Staff does not report for work to UCLA as scheduled, or reports to work and does not satisfy the criteria for Qualified Staff, or is physically or emotionally incapable of performing his/her duties, or refuses an appropriate assignment, or has previously been placed on a "do not send" list, or fails to display a photo identification badge provided by Agency, or fails to produce evidence of an original license or other appropriate credentials, Agency shall pay to UCLA a "no show" fee of two (2) hours per the rate structure for that Staff in effect at the time. The Determination that Staff does not satisfy the criteria for Qualified Staff or is otherwise incapable of performing assigned work shall be made in good faith by and in the sole discretion of the UCLA. UCLA shall immediately inform Agency once such a determination is made, but UCLA shall incur no debt or liability to Agency as a result of the determination.

1.9 UCLA shall designate, in writing, those positions that are authorized to make requests for assignments of Staff from Agency. Any requests for Staff by anyone other than the designated employees received by Agency shall not be honored and UCLA will not be liable for payment for any Staff so requested. Agency shall report any unauthorized requests to one of the above designees within twenty-four (24) hours or by 10:00am Monday morning if such a request is received on a weekend.

2.0 ASSIGNMENTS AND POLICY AND PROCEEDURES

2.1 Due to the nature of the services to be provided by Agency Staff pursuant to this Agreement, UCLA shall retain the sole responsibility for directing the work to be provided by Agency Staff.

2.2 If UCLA concludes, in its sole discretion, that Staff assigned to UCLA by Agency are not performing their duties in a satisfactory manner or that Staff otherwise fail to satisfy the criteria for Qualified Staff, said Staff shall not be permitted to continue working at UCLA and UCLA shall be under no obligation for fees or costs to Agency for the first four hours of such Staff. Under such circumstances, UCLA may immediately terminate Staff's assignment and ask Staff to leave UCLA property. UCLA shall immediately inform Agency of any such action, but UCLA shall have no obligation to pay Agency for the first four hours of Staff so released and UCLA shall have no further financial obligation to Agency for the first four hours of work with respect to such Staff.

2.3 Agency shall immediately investigate any complaint against Staff received by Agency or UCLA or made by UCLA. A written report, stating the investigative findings and Agency's action, shall be filed with UCLA within ten (10) working days of the complaint. UCLA shall have no obligation to pay agency for time for the first four hours worked by Staff if such time involved misconduct by Staff and Agency shall retain the sole responsibility to pay Staff for the first four hours of such time worked in accordance with its own policies. For offenses resulting in a state licensing board of investigation hearing or other proceeding, all investigative hearing, and related expenses will be borne by Agency. Such investigations shall not involve UCLA staff, employees, medical staff, volunteers, agents, etc. or records. No permission is hereby granted to Agency for access to UCLA records.

2.4 Staff initially requested for a particular area may be reassigned to other areas by UCLA after arriving at UCLA or at any time while working at UCLA, subject to Staff's professional qualifications and prior written approval by Agency. If Staff refuses an assignment and Staff has not commenced work, UCLA shall not owe Agency any amounts in connection with said Staff. If Staff refuses an assignment after commencing work, UCLA shall owe Agency amounts only for actual hours worked by Staff and shall not owe any penalties or other fees as a result of any termination of Staff's assignment.

2.5 Staff must be free from any symptoms of infectious disease, be physically and emotionally able to perform assigned job responsibilities and be free of any impairment from drugs, alcohol, or other impairing substance or condition. Staff with known infectious disease (whether or not symptomatic) shall not be sent by Agency to positions expected to involve performance of exposure prone procedures.

2.6 Staff must sign in and out on daily time sheets provided by UCLA and maintained by UCLA. Staff may be required to use time clock in designated areas. Notwithstanding the above, Agency shall retain the sole responsibility for compensating Staff in accordance with applicable laws and regulations.

2.7 The workweek must correspond to UCLA Health System workweek. UCLA Health System workweek is defined as midnight (2400) Sunday to midnight (2400) Saturday for Ronald Reagan and Santa Monica locations. The NPH workweek is 2315 Saturday through 2315 the following Saturday.

2.8 UCLA Health System weekends are defined as 7:00 PM Friday night to 7:00 PM Sunday night.

2.9 Missed breaks do not constitute overtime and UCLA Health System shall not incur any fees or penalties by Agency for missed meal period or breaks. UCLA will enable all Staff to take meal periods and breaks required by law and will make best efforts to ensure that they do.

2.10 At UCLA's request Agency will submit to UCLA a monthly usage report. The usage report will be due on the tenth day of the month for the previous month. The usage report will include all of the following elements, by classification:

a. Total hours supplied b. Total hours requested by the UCLA c. Total hours unable to fill d. Number of cancellations, by Agency, of assigned shifts ATTACHMENT III

e. Gross dollars billed f. Holiday shifts requested, holiday shifts filled g. Weekend shifts requested, weekend shifts filled h. Total hours requested by shift and total hours filled by shift 3.0 FEES AND INVOICING

3.1 The schedule of rates appended to this agreement as Exhibit I shall be the only schedule of rates charged UCLA by Agency.

3.2 Rates charged UCLA for each category of employee are listed in Exhibit I. These rates shall be effective for twenty-four (24) months, beginning on the effective date of this Agreement. Exhibit I is subject to renegotiations every renewal period of this Agreement. During such negotiations, the most recent rate structure shall remain in effect until a new structure is agreed upon. These rates represent the entire rate to be charged to UCLA for Staff and are not subject to adjustment for any reason, including but not limited to premium pay, differentials, etc.

3.3 Agency will invoice UCLA weekly (or less frequently if mutually agreed upon) for services provided hereunder, and such invoices shall be subject to the credit terms set forth in this contract. All invoices shall be serially numbered and shall contain the following information by Specific UCLA unit/department:

a. Staff's name b. Date and shift worked c. Total hours worked d. Shift rate e. Total charge f. Cost center worked

3.4 Agency must provide UCLA Health System with a toll free fax number for sign-in sheets to be faxed on Monday mornings.

3.5 The credit terms for invoices under this Agreement shall be that the UCLA will remit payment within 30 days of receiving invoice without incurring a late charge penalty. If UCLA has not remitted payment in 30 days, Agency will contact UCLA to ensure that UCLA received invoice before assessing any late fees. If UCLA had not received invoice, Agency will send duplicate invoice and waive any late fees if invoice is then paid within 30 days.

3.6 Holiday rates listed on the rate schedule (Exhibit I) shall be applicable for the following holidays only. Holiday rates will be paid for all hours worked according to the schedule below:

New Year's Day - 7PM on night prior to holiday through 12AM of holiday – 29 hours Christmas Day - 7PM on night prior to holiday through 12AM of holiday - 29 hours Thanksgiving Day - 12AM through 12AM of the holiday - 24 hours Memorial Day - 12AM through 12AM of the holiday - 24 hours July 4th - 12AM through 12AM of the holiday - 24 hours Labor Day - 12AM through 12AM of the holiday - 24 hours

3.7 Staff will be paid one hour less when working on the shift during the spring when the change is made from Daylight Savings Time. Staff will be paid one hour extra when working the shift during the fall when the time change is made to Daylight Savings Time. 3.8 Invoices that contain errors will be returned to Agency to be corrected. UCLA will not be charged any penalties, interest, late fees, etc. on returned invoices that contain errors. 3.9 Disputed invoices must be settled within six (6) months of date worked. 3.10 Any Agency staff that is also a current employee of UCLA Health System may not be assigned to work as Agency Staff at UCLA Health System. This policy also applies to any individual on any type of leave of absence or vacation from UCLA Health System.

3.11 Any former employee of UCLA Health System may not be assigned as Agency employee to work at UCLA Health System for the duration of one year from the time of separation from UCLA Health System.

4.0 TRAVELER ADDENDUM (IF APPLICABLE)

4.1 Travelers schedule will be determined on an individual basis between traveler and assigned unit. Travelers are expected to work three (3) twelve (12) hour shifts, four (4) ten (10) hour shifts or five (5) eight (8) hour shifts per week depending upon the area they work for the duration of their contract. The duration of the contract will be determined at the time UCLA Health System enters into agreement with agency.

4.2 Travelers will be expected to float between Santa Monica UCLA Medical Center and the Ronald Reagan Medical Center. They will also be expected to float to other areas in UCLA as determined by staffing needs.

4.3 Travelers can be cancelled with a two (2) hour notice. Other day/shift options will be given for make-up shifts. There is no guarantee for shift or weekend assignments. There is no work hours guaranteed for work assignments. UCLA will not be liable for any penalties from Agency for cancelled work shifts.

4.4 Sick time or unscheduled time off will be made up at the discretion of UCLA ATTACHMENT III

Health System. If sick or unscheduled time off falls on nights or weekends, traveler will be expected to make-up like time.

4.5 In-service may be required. Traveler will be compensated for unit specific in- service.

4.6 Travelers have option to purchase monthly parking from UCLA Parking Services. Payment is cash, check or credit card directly to Parking Services.

4.7 Travelers will be provided a photo ID badge by UCLA Health System. If badge is lost, there will be a $20.00 replacement fee.

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