Loading...
HomeMy WebLinkAboutAGMT - Long Beach Memorial Medical Center (Educational Affiliation Agmt) t , • CITY OF SEAL BEACH and LONG BEACH MEMORIAL MEDICAL CENTER EDUCATIONAL AFFILIATION AGREEMENT This Educational Affiliation Agreement ( "Agreement ") is made and entered into by and between the City of Seal Beach ( "City ") and Long Beach Memorial Medical Center, Inc., a California nonprofit public benefit corporation ( "Memorial "). RECITALS WHEREAS, the City of Seal Beach Lifeguard Department ( "SBLG ") is a department of the City. WHEREAS, SBLG is authorized by the local EMS Agency to maintain and does maintain a course in Life Guard training ( "Program ") in accordance with the provisions of the State EMT Paramedic regulations as set forth in Title 22, Division 9, Chapter 4. WHEREAS, SBLG requires Program students ( "Students ") to obtain appropriate clinical training and experience ( "Clinical Training "). WHEREAS, Memorial owns and operates an acute care hospital that is appropriate for furnishing such Clinical Training. WHEREAS, it mutually benefits Memorial and the City to allow Program faculty ( "Faculty ") and Students to use Memorial as the site for their Clinical Training, consistent with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and in consideration of the mutual benefits to be derived therefrom, the City and Memorial agree as follows: ARTICLE 1 Joint Responsibilities and Privileges 1.1 Neither party shall be required to reimburse the other or to reimburse Students for the Clinical Training provided at Memorial. 1.2 SBLG and Memorial shall mutually set the times, place and subject matter for the Clinical Training that will be conducted at Memorial. The maximum number of Students who will be accepted at Memorial at any one (1) time for Clinical Training shall be determined by Memorial. M:1K\AffiI\SBLG Life Guard Affil Agmt.doc.02/22/08 1 • 1.3 Students shall have the status of learners and shall not be considered to be agents or employees of Memorial. ARTICLE 11 Responsibilities of SBLG 2.1 SBLG will develop clinical experience plans ( "Plans ") for Clinical Training at Memorial which meet the educational goals of the Program. The Plans will be made available to Memorial at a mutually agreed upon time prior to the beginning of Clinical Training at Memorial. SBLG agrees that Plans are subject to revision in instances of conflict with patient care responsibilities, number of students to be assigned and /or Memorial interests. The Plans may be limited by Memorial in Memorial's sole and absolute discretion due to new or expanded use of its clinical facilities. 2.3 SBLG shall appoint a person to coordinate the Clinical Training for SBLG ( "Program Coordinator"). The Program Coordinator shall supervise all aspects of SBLG's involvement in the Clinical Training. SBLG shall provide Memorial with the Program Coordinator's name and contact information prior to the start of Clinical Training. 2.4 SBLG will provide Faculty who are properly licensed and credentialed and who are otherwise qualified to instruct Students. 2.5 SBLG Faculty shall be responsible for being familiar with and complying with all applicable Memorial's regulations, policies and procedures while performing instructional duties at Memorial. Faculty shall conform to the same standards as are set for Memorial employees in matters relating to the welfare of patients and general Memorial operation. 2.6 SBLG shall advise Students that they are required to observe Memorial's regulations, rules, policies and procedures, and conform to the same standards as are set for Memorial employees in matters relating to the welfare of patients and general Memorial operation. 2.7 SBLG shall assure, to the satisfaction of Faculty, that each Student, prior to any patient observation period or participation in any clinical experience, has received training in HIPAA compliance and blood and body fluid standard precautions consistent with the Center for Disease Control guidelines, including any Faculty orientation requirements. SBLG will certify in the Student enrollment form that the Student has completed the required training. 2.8 SBLG shall assure that Students assigned to Memorial for Clinical Training meet the Memorial standards of safety and health and shall provide certification, upon request, that Student has been immunized against the common communicable diseases. M:\K ffiRSBLG Life Guard Affil Agmt.doc.02/22/08 2 • • 2.9 SBLG shall assure that each Student is adequately trained for the specific tasks to be performed. 2.10 SBLG shall assure that Students have not been excluded, currently or in the past, from participating in any Federal or State health care program, including the Medicare or Medi -Cal programs. SBLG shall immediately remove any Student from Clinical Training at Memorial if the Student is excluded from participating in any Federal or State health care program. ARTICLE I11 Memorial's Responsibilities 3.1 Memorial will maintain the standards which make it an eligible site for Clinical Training. 3.2 Memorial shall accept from SBLG the mutually agreed upon number of Students and shall permit the educational use of such supplies and equipment as are commonly available for patient care and are reasonably necessary for the training of Students. 3.3 Memorial will permit use of the following facilities and services by Students and Faculty at such times and to the degrees considered reasonable and feasible by Memorial: a. Parking areas b. Locker, storage and dressing facilities c. Same food services as are available to Memorial staff. 3.4 Memorial shall designate a person who will coordinate the Students' Clinical Training at Memorial ( "Memorial Coordinator"). Memorial Coordinator shall assist Students with tracking the hours Student spends in Clinical Training. Memorial shall provide SBLG with the Memorial Coordinator's name and contact information prior to the start of each clinical rotation. 3.5 Memorial will provide evaluations to SBLG of each Student's performance in the Program using the forms provided by SBLG and in accordance with time frames agreed upon by SBLG and Memorial. 3.6 Memorial shall notify SBLG if any Student demonstrates performance, attendance or behavior problems. Memorial may refuse access to its clinical areas to Students who do not meet its employee standards for safety and health or that breach Memorial's rules or regulations. A Student may be suspended immediately from Clinical Training if, in Memorial's sole judgment and discretion, the Student's conduct or behavior threatens the health, safety or welfare of any patients, invitees, or employees at Memorial. Any immediate suspension shall be imposed on a temporary basis until Memorial can confer with SBLG and M:\K\AffiPSBLG Life Guard Affil Agmt.doc.02/22/08 3 • • attempt to resolve the suspension, but the final decision regarding the Student's continued participation in Clinical Training at Memorial is vested in Memorial. 3.7 Memorial shall provide Students with any necessary emergency health care or first aid for accidents occurring at the Memorial. Student shall be responsible for paying Memorial charges for such care. 3.8 Memorial shall not decrease the number of staff or alter staffing patterns due to the presence or absence of Students and Faculty in assigned areas. 3.9 Memorial shall, at all times, retain professional and administrative responsibility for patient care and all services rendered at Memorial. ARTICLE IV Insurance 4.1 City shall at alt times during the term of this Agreement, carry at its own expense, with a licensed insurance company admitted to do business in the State of California adequate professional and general liability insurance to provide coverage against the perils of bodily injury, personal injury, and property damage, including the operation of a motor vehicle, with limits of at least One Million Dollars ($1,000,000) each occurrence and Three Million Dollars ($3,000,000) annual aggregate. In the event that the professional liability policy is a "claims made" policy, City shall purchase a "tail" policy for a period of not less than five (5) years following the effective termination date of the foregoing policy. Said "tail" policy shall have policy limits in an amount not less than the primary professional liability policy. City will provide Memorial with certificates of the foregoing coverage prior to execution of this Agreement and upon request. City shall provide at least thirty (30) days' written notice to Memorial of any substantial change to or cancellation of said insurance. 4.2 City shall procure and maintain Workers' Compensation insurance to cover its Faculty and Students while participating in Clinical Training, in compliance with the statutory requirements of California law. 4.3 Memorial will participate in the Memorial Health Services Self- Insurance Program to provide coverage against the perils of bodily injury, personal injury, and property damage with limits of at least One Million Dollars ($1,000,000) each occurrence and Three Million Dollars ($3,000,000) annual aggregate. Memorial will, upon request, provide City with evidence of the foregoing coverage. Memorial shall provide at least thirty (30) days written notice to City of any substantial change to or cancellation of said insurance. 4.4 Obligations pursuant to Article VII shall survive termination or expiration of this Agreement. M:\KAAffil\SBLG Life Guard Affil Agmt.doc.02/22/08 4 • • • ARTICLE V Indemnification 5.1 Each party hereby agrees to defend, indemnify and hold the other party, its parents, subsidiaries, directors, officers, attorneys, agents and their employees harmless from any and all Toss, obligation, claim, liability, settlement, payment, award, judgement, fine, penalty, interest, charge, expense, including costs of suit and reasonable attomey's fees and disbursements, damages or deficiency, or other charge incurred or required to be paid due to any claim arising out of or relating to the indemnifying party's negligent acts or omissions and /or willful misconduct in the performance of this Agreement. 5.2 Obligations pursuant to Article V shall survive termination or expiration of this Agreement. ARTICLE VI Term of Agreement 6.1 The term of this Agreement shall be for a period of three (3) years commencing on the first (1st) day of March, 2008 and terminating on the twenty- eighth (28th) day of February, 2011 unless terminated in accordance with the provisions of this Agreement. 6.2 This Agreement may be terminated by either party, acting with or without cause, upon giving thirty (30) days prior written notice to the other party except that any Student already assigned to and accepted by the Memorial shall be allowed to complete any in- progress Clinical Training assignment at Memorial. 6.3 This Agreement shall immediately terminate if SBLG's licenses, accreditations or certifications required for the Program are terminated, revoked, reduced, or any type of disciplinary action is taken against SBLG by any accreditation or regulatory agency. ARTICLE VII HIPAA For purposes of this Agreement, Students and Faculty shall be considered "work force members." As members of the workforce, Students and Faculty shall have access to Protected Health Information ("PHI "), which includes any information whether oral or recorded in any form or medium, created or received by Students and /or Faculty and: (i) that relates to the past, present or future physical or mental condition of the patient; the provision of health care to the patient; or the past, present or future payment for the provision of health care to the patient; 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 patient and shall have the same meaning as the term "protected health information" in 45 CFR 164.501. M:1K\Affil\SBLG Life Guard Affil Agmt.doc.02/22/08 5 • Students and Faculty will be required to participate in certain education and training related to security and protection of PHI. Both parties shall implement appropriate safeguards to prevent the use or disclosure of PHI other than as contemplated by this Agreement. ARTICLE VIII General Provisions 8.1 Independent Contractors. The parties expressly agree that this Agreement is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between or among the City, SBLG, SBLG Coordinator, Faculty, Memorial, Memorial Coordinator and /or Students, but rather as an agreement by and between independent contractors. Memorial shall not assume any liability under any employment or workers' compensation law based on Students and Faculty performing services, receiving education or traveling pursuant to this Agreement. 8.2 Assignment. City shall not assign this Agreement without the written consent of Memorial. 8.3 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by a single arbitrator in the arbitration at Los Angeles County or Orange County, Califomia, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgement on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The discovery provisions of the Califomia Code of Civil Procedure relating to arbitration, including the provisions of §1283.05, shall be applicable to the arbitration proceeding. The costs of any such proceeding shall be paid by the party instigating the arbitration unless such party is declared by the arbitrator to be substantially successful in securing the award of the determination sought by such party in such proceedings, in which event the costs of such proceedings shall be paid by the unsuccessful party or parties. Notwithstanding the above, in the event any party wishes to obtain injunctive relief or a temporary restraining order, such party may initiate an action for such relief in a court of law and the decision of the court of law with respect to the injunctive relief or temporary restraining order shall be subject to appeal only through the courts of law. Should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact- finding, a joint request for such service may be made to the American Arbitration Association, or the parties may initiate such other procedures as they may mutually agree at such time. The provisions of this Section shall survive the termination of this Agreement. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of California. M:1KWffil\SBLG Life Guard Affil Agmt.doc.02/22 /08 6 • 8.5 Notice. All notices or other communications that either party may desire or may be required to deliver to the other party may be delivered in person or by depositing the same in the United States mail, postage prepaid, certified or registered mail, return receipt requested by overnight courier, or by electronic facsimile, confirmed in writing, addressed or delivered as follows: If to Memorial: Long Beach Memorial Medical Center 2801 Atlantic Avenue P. O. Box 1428 Long Beach, CA 90801 -1 428 Attn: Richard DeCarlo Title: S.V.P. Operations Cc: Attn.: Office of the General Counsel Memorial Health Services 2801 Atlantic Avenue Long Beach, CA 90806 If to City: City of Seal Beach 211 8th Street Seal Beach, CA 90740 Attn: City Manager, Lifeguard Captain Either party may change the address to which notices are to be delivered by giving notice hereinabove provided. Any notice shall be deemed to have been given, if hand delivered, or sent by overnight courier, as of the date delivered or if sent by electronic facsimile when confirmed in writing, or if mailed as provided herein, on the third (3rd) day after mailing. 8.6 Captions. Any captions to or headings of the articles, paragraphs, sections or subparagraphs or subsections of this Agreement are solely for the convenience of the parties, and shall not be interpreted to affect the validity of this Agreement or to limit or affect any rights, obligations, or responsibilities of the parties arising hereunder. 8.7 Entire Agreement. This Agreement, including all exhibits, attachments and amendments hereto, contains all the terms and conditions agreed upon by the parties regarding the subject matter of this Agreement. Any prior agreements, promises, negotiations or representations of or between the parties, either oral or written, relating to the subject matter of this Agreement, which are not expressly set forth in this Agreement are null and void and of no further force or effect. 8.8 Modification. This Agreement can be amended only with a written agreement signed by the parties. All such amendments shall be attached hereto and shall become part of this Agreement. M :1K\AffthSBLG Life Guard Affil Agmt.doc.02 /22108 7 • 8.9 Interpretation. No provision in this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. 8.10 Waiver of Breach. No breach of any provision hereof can be waived unless in writing. The waiver of any one (1) breach of any provision of this Agreement shall not be deemed a waiver of any other breach of either the same or any different provision. 8.11 Use of Name. Neither party shall use the name, address, logo or other trademarks of the other party without the other party's prior written consent. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] M:1KWffiI\SBLG Life Guard Affil Agmt.doc.02/22/08 8 • • IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate actions to execute this Agreement. Memorial Long Beach Memorial Medical Center, A California non profit public benefit corporation By: \ � Print: Z � e,\J c PC(n Title: Date: City: City of Seal Beach By: Print: David Carmany, City Manager Title: Date: 3 ` 12 " d` Approved as to form: By: Robert E. Siemer, Esc Title: General Counsel, MHS Date: February 22, 2008 M: \K\AffiI\SBLG Life Guard Affil Agmt.doc.02/22 /08 9