HomeMy WebLinkAboutC-2755 DocuSign Envelope ID:5BF4BEC0-E552-415A-B799-AFF2D934E4EB "�
1
SECOND AMENDMENT TO 11
AFFILIATION AGREEMENT �l
GO'S°
THIS SECOND AMENDMENT("Amendment") is made and entered into by and
between The Regents of the University of California, on behalf of the UCLA Center for
Prehospital Care("PROGRAM")and the City of Arcadia("City), a charter city organized under
the constitution and laws of the state of California ("AFFILIATE")with reference to the
following:
A. The parties previously entered into an Affiliation Agreement("Agreement")effective
November 15, 2012, as amended by that First Amendment to Affiliation Agreement
effective November 29, 2016, under which Program sends Trainees to Affiliate for
clinical training and experience.
B. The parties desire to extend the term of the Agreement by this Amendment.
NOW, THEREFORE, it is mutually agreed to by and between the parties, as follows:
1. Section IV of the Agreement is hereby deleted in its entirety and replaced with the
following:
"IV. The term of this Agreement shall become effective
May 1, 2022 and shall continue in effect through April 30, 2027,
or until earlier terminated."
2. The first sentence of Section VI.A.1. is deleted in its entirety and replaced with the
following:
"1. Comprehensive or Commercial Form General
Liability Insurance (contractual liability included)with a limit
of one million dollars ($1,000,000)per occurrence and a general
aggregate of five million dollars ($5,000,000).
3. The first sentence of Section VI.B.2. is deleted in its entirety and replaced with the
following:
"2. General Liability Self-Insurance Program with a limit
of one million dollars ($1,000,000)per occurrence and a general
aggregate of five million dollars ($5,000,000).
4. All other terms and conditions of the Agreement shall remain unchanged, and except
as expressly modified by this Amendment,the Agreement shall remain in full force
and effect.
5. This Amendment may be executed by the parties in any number of separate
counterparts, taken together which shall constitute one and the same instrument.
DocuSign Envelope ID:5BF4BEC0-E552-415A-B799-AFF2D934E4EB
IN WITNESS WHEREOF,the parties have executed this Amendment effective as of
May 1, 2022.
By: The REGENTS OF THE UNIVERSITY By: City of Arcadia
OF CALIFORNIA, on behalf of the UCLA "AFFILIATE"
Center for Prehospital Care
"PROGRAM"
DoouSipned by:
Signature:
Signature:
Name: Steven M. Dubinett MD
Name: Dominic Lazzaretto
Title: Interim Dean David Geffen School
of Medicine Title: City Manager
Date: 01-Apr-2022 1 13:21 PDT
Date: PT L(o ZO 22
ATTEST:
City Clerk � ;� '„
APPROVED AS TO FORM:
&PaPte.,--%
Stephen P. Deitsch
City Attorney
FIRST AMENDMENT TO
AFFILIATION AGREEMENT
THE FIRST AMENDMENT is made and entered into by and between The
Regents of the University of California, a Constitutional corporation, on behalf of the
University of California, UCLA Center for Prehospital Care Paramedic Education
Program ("PROGRAM") and the City of Arcadia, a charter city organized under the
constitution and laws of the state of California ("AFFILIATE") with reference to the
following:
A. On November 15, 2012, PROGRAM and AFFILIATE entered into an Affiliation
Agreement ("Agreement") for PROGRAM to provide certain services to
AFFILIATE.
B. The parties desire to extend the term of the Agreement by this First Amendment.
NOW,THEREFORE, it is mutually agreed to by and between the parties, as follows:
{
1. Section IV of the Agreement is deleted and replaced with the following:
IV. The term of this Agreement shall become effective upon final execution
and shall continue in effect until April 30,2022,or until earlier terminated.
2. All other terms and conditions of the Agreement shall remain unchanged, and
except as expressly modified by this First Amendment,the Agreement shall
remain in full force and effect.
3. This First Amendment maybe executed by the parties in any number of separate
counterparts,taken together which shall constitute one and the same instrument.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties have executed this First Amendment effective
as of
The Regents of the University of California City of Arcadia
on behalf of the University of California, "AFFILIATE"
UCLA Center for Prehospital Care
Paramedic Education Program
"PROGRAM"
By:
By:
Nam GN i 4 \ M
Name: 61,,/+k-s V Lg,-s-rtou6
Title: 11 LE NMI Foil\ I-A C u�-i v Title: f 1 1lL L ��`l
Date: ri/COIN' f
Date: l� 2?��,�
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2
1
AFFILIATION AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
CITY OF ARCADIA
{
mo.4.6,Aar THIS AFFILIATION AGREEMENT is made and entered into this ._ $ .day of
a-Aeteber, 2012,by and between The Regents of the University of California, a Constitutional
corporation, on behalf of the University of California,UCLA Center for Prehospital Care
Paramedic Education Program("PROGRAM")and City of Arcadia, a charter city organized
under the constitution and laws of the state of California("AFFILIATE"),with reference to the
following facts:
1
WITNESSETH:
WHEREAS,PROGRAM conducts training and instruction programs for students leading
to certification and licensure as EMT—Paramedics(hereinafter collectively referred to as
"TRAINEES") and desires access to opportunities in which TRAINEES can obtain broader
clinical learning experiences; and
WHEREAS,the licensing and certification rules and regulations for EMT—Paramedics
as established by the Los Angeles County Department of Health Services EMS Agency("DHS")
requires TRAINEES to complete a course of study that includes a clinical experience in a field
internship setting; and
WHEREAS, AFFILIATE maintains facilities which can be used to furnish clinical
experience to TRAINEES and is an approved emergency medical services provider, and
AFFILIATE desires to have their facilities so used; and
WHEREAS, it is in the mutual interest and benefit of the parties that TRAINEES obtain
their clinical experience at AFFILIATE'S facilities.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth
below, the parties agree as follows:
I. RESPONSIBILITIES OF PROGRAM. PROGRAM agrees that it shall:
A. Establish the educational goals and objectives of the paramedic education
program in a manner consistent with the standards and requirements set forth by DHS and other
applicable agencies. Such goals and objectives shall reflect PROGRAM'S commitment to
providing education and training programs to TRAINEES.
• B. Designate a member of PROGRAM'S staff to provide coordination, oversight and
direction of TRAINEES' educational activities and assignments during the field internship with
AFFILIATE. Such person shall be the Program Director and shall also act as liaison with
AFFILIATE.
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not to be used to replace staff of AFFILIATE and AFFILIATE is ultimately responsible for
patient care.
E. Protect the health and safety of TRAINEES on rotation with AFFILIATE by
providing each TRAINEE with the following:
1. A brief orientation of the clinical area where TRAINEE will be working,
and information about AFFILIATE'S security measures, fire safety and disaster protocols, and
any additional recommended personnel safety and security precautions;
2. Instruction in AFFILIATE'S policies and procedures for infection control,
including the handling and disposal of needles and other sharp objects, and in AFFILIATE'S
protocols for on-the-job injuries including those resulting from needlestick injuries and other
exposures to blood or body fluids or airborne contaminants;
3. First aid and other emergency treatment on-site,including,but not limited
to, immediate evaluation for risk of infection and appropriate follow-up care of TRAINEE in the
event of a needlestick injury to or other exposure of TRAINEE to blood or body fluids or
airborne contaminants. In the case of suspected or confirmed exposure to the human immuno-
deficiency virus (HIV) or hepatitis, such follow-up care shall be consistent with the current
guidelines of the Centers for Disease Control("CDC") and the community's standard of care.
Information regarding the CDC may be obtained by calling(800) 342-2437; and
4. Access to any of AFFILIATE'S applicable reference materials.
F. Maintain its approval as an emergency medical service provider and comply with
all applicable laws,regulations, and DHS requirements. AFFILIATE shall notify PROGRAM
within five days of receipt of notice that AFFILIATE is not in compliance with any such laws,
regulations, or DHS requirements.
G. Permit inspection of its clinical and related facilities by the Program Director or
other UCLA faculty and staff to evaluate TRAINEE performance.
H. With respect to any professional services performed by TRAINEES under this
Agreement, AFFILIATE agrees to inform PROGRAM and its Program Director as follows:
1. Immediately upon initiation of an investigation into the conduct of a
TRAINEE;
2. Within five days after receipt of service of a complaint, summons or notice
of a claim naming a TRAINEE; or
3. Prior to making or accepting a settlement offer in any lawsuit or legal
claim in which a TRAINEE has been named or in which a settlement is being proposed on their
behalf.
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The coverage referred to under paragraph 1 of this Section VI.A. shall be endorsed
to include PROGRAM as an additional insured. Such a provision,however, shall only apply in
proportion to and to the extent of the negligent acts or omissions of AFFILIATE, its officers,
agents, and/or employees. AFFILIATE, upon the execution of this Agreement,shall furnish
PROGRAM with Certificates of Insurance evidencing compliance with all requirements.
Certificates shall further provide for thirty(30)days'advance written notice to PROGRAM of
any modification, change or cancellation of any of the above insurance coverages. i
I
B. PROGRAM shall maintain insurance or self-insure its activities in connection
with this Agreement by maintaining programs of self-insurance as follows: i
1. Professional Medical and Hospital Liability self-insurance with limits of
five million dollars($5,000,000)per occurrence,with a general aggregate of five million dollars
($5,000,000). If such insurance is written on a claims-made form,it shall continue for five years
following termination of this Agreement. The insurance shall have a retroactive date prior to or ,
coinciding with the effective date of this Agreement and a deductible of no more than five t
hundred thousand dollars($500,000). In the event that a claims-made policy is canceled or non- d
renewed, then the AFFILIATE shall obtain extended reporting(tail) coverage for the remainder 1
of the five (5)year period.
z.
•
2. General Liability Self-Insurance Program with a limit of five hundred
thousand dollars($500,000)per occurrence and a general aggregate of five million dollars
($5,000,000). If such insurance is written on a claims-made form,it shall continue for three 1
years following termination of this Agreement. The insurance shall have a retroactive date prior
to or coinciding with the effective date of this Agreement. i
3. Workers' Compensation Self-Insurance Program covering PROGRAM'S t
full liability as required by lawunder the Workers' Compensation Insurance and Safety Act of
the State of California as amended from time to time.
4. Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other insurable risks relating to
performance. g
It should be expressly understood,however,that the coverages required under this ,
Section VI.B.l and 2 shall not in any way limit the liability of PROGRAM. It shall also be
understood that the TRAINEES are not employees of PROGRAM and that Worker's ,
Compensation insurance described in Section VI.B.3 shall not apply to TRAINEES.
PROGRAM requires students maintain private health insurance to cover injury or illness during
participation in the Program.
.
i
The coverages referred to under paragraph 2 of this Section VI.B. shall include t
AFFILIATE as an insured. Such a provision,however, shall only apply in proportion to and to
the extent of the negligent acts or omissions of PROGRAM,its officers, agents,TRAINEES,
and/or employees. PROGRAM,upon the execution of this Agreement, shall furnish AFFILIA 1'h
with Certificates of Self-Insurance evidencing compliance with all requirements. Certificates
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E
which are: (1)necessary to assist in the defense of any malpractice or similar claim; (2)relevant f
to any disciplinary action; and/or(3)for educational or research purposes. Such inspection P
and/or duplication shall be permitted and conducted pursuant to commonly accepted standards of
patient confidentiality in accordance with applicable federal, state and local laws.
X. ARBITRATION.
In the event of any dispute arising between the parties concerning the interpretation or
enforcement of the provisions of this Agreement,the parties agree to first attempt in good faith to I
resolve the dispute between themselves. If the parties are unable to resolve the dispute within
thirty(30)days,then all matters in controversy shall be submitted to arbitration pursuant to
California Code of Civil Procedure section 1280, et seq. Arbitration shall be initiated by either t
party making a written demand for arbitration on the other party. Unless the parties can agree on
a single arbitrator within ten(10)days from the receipt of the written demand for arbitration,
each party shall designate an arbitrator within fifteen(15)days of receipt of the written demand
for arbitration. Within seven(7) days of the appointment of two arbitrators, those arbitrators f
shall designate a third arbitrator. The parties agree that either party to an arbitration may seek r
judicial review by way of a petition to the court to confirm,correct or vacate an arbitration award
pursuant to the provisions of Code of Civil Procedure sections 1285 and 1294.2.
1
XI. INTERRUPTION OF SERVICE.
t
Either party shall be excused from any delay or failure in performance hereunder caused
by reason of any occurrence or contingency beyond its reasonable control, including,but not :
limited to, acts of God, acts of war, fire,insurrection, labor disputes,riots, earthquakes,or other
acts of nature. The obligations and rights of the party so excused shall be extended on a day-to- t
day basis for the time period equal to the period of such excusable interruption. In the event the i
interruption of a party's services continues for a period in excess of thirty(30) days,the other
party shall have the right to terminate this Agreement upon ten(10)days'prior written notice to
the other party.
XII. ATTORNEYS'FEES. 1
1
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In the event of any action, suit or proceeding,between the parties hereto,the cost of such
action, suit or proceeding, including reasonable attorneys'fees, shall be borne by the losing party
'1,
or,in the case of an arbitration, as determined by the arbitrator.
1
XIII. ASSIGNMENT.
Neither AFFILIATE nor PROGRAM shall assign their rights, duties, or obligations under
this Agreement, either in whole or in part,without the prior written consent of the other.
F
XIV. SEVERABILITY. E
i
1
If any provision of this Agreement is held to be illegal, invalid,or unenforceable under '
present or future laws effective during the term hereof, such provision shall be fully severable.
This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never been a part of the Agreement, and the remaining provisions shall remain in
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TO PROGRAM: Todd LeGassick,Executive Director
UCLA Center for Prehospital Care
10990 Wilshire Blvd., Suite 1450
Los Angeles, CA 90024
TO AFFILIATE: Michael Lang,Battalion Chief
Arcadia Fire Department
710 S. Santa Anita Ave.
Arcadia, CA 91006
The parties have executed this Agreement as set forth below.
THE REGENTS OF THE UNIVERSITY CITY OF ARCADIA
OF CALIFORNIA
By: By: •
J. Thomas Rosenthal,M.D. Title: City Manager
Associate Vice Chancellor
�! Date: c g,u., Z$ 2.0a
Date: kAA l t 2
ATTEST:
n
ivvf*A04- Ch1))11,A1
City 6lerk
APPROVED AS TO FORM
P6146,‘
1r' t
Stephen P.Deitsch
City Attorney
•
•
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AFFILIATION AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
CITY OF ARCADIA
THIS AFFILIATION AGREEMENT is made and entered into this day of
October, 2012, by and between The Regents of the University of California, a Constitutional
corporation, on behalf of the University of California, UCLA Center for Prehospital Care
Paramedic Education Program ( "PROGRAM ") and City of Arcadia, a charter city organized
under the constitution and laws of the state of California ( "AFFILIATE "), with reference to the
following facts:
WITNESSETH:
WHEREAS, PROGRAM conducts training and instruction programs for students leading
to certification and licensure as EMT — Paramedics (hereinafter collectively referred to as
"TRAINEES ") and desires access to opportunities in which TRAINEES can obtain broader
clinical learning experiences; and
WHEREAS, the licensing and certification rules and regulations for EMT — Paramedics
as established by the Los Angeles County Department of Health Services EMS Agency ( "DHS ")
requires TRAINEES to complete a course of study that includes a clinical experience in a field
internship setting; and
WHEREAS, AFFILIATE maintains facilities which can be used to furnish clinical
experience to TRAINEES and is an approved emergency medical services provider, and
AFFILIATE desires to have their facilities so used; and
WHEREAS, it is in the mutual interest and benefit of the parties that TRAINEES obtain
their clinical experience at AFFILIATE'S facilities.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth
below, the parties agree as follows:
I. RESPONSIBILITIES OF PROGRAM. PROGRAM agrees that it shall:
A. Establish the educational goals and objectives of the paramedic education
program in a manner consistent with the standards and requirements set forth by DHS and other
applicable agencies. Such goals and objectives shall reflect PROGRAM'S commitment to
providing education and training programs to TRAINEES.
B. Designate a member of PROGRAM'S staff to provide coordination, oversight and
direction of TRAINEES' educational activities and assignments during the field internship with
AFFILIATE. Such person shall be the Program Director and shall also act as liaison with
AFFILIATE.
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C. Provide each TRAINEE with a pre - assignment health assessment, which shall
include a history of immunizations, proof of Hepatitis B vaccination or immunization, proof of
MMR vaccination, and proof of negative TB test.
D. Educate TRAINEES regarding compliance with all required OSHA regulations
including, but not limited to, Blood -borne Pathogen Standards.
E. Furnish each TRAINEE with a clinical experience manual or materials that
describe the goals, policies, and procedures of the PROGRAM. AFFILIATE shall have the
opportunity to review and comment on these materials.
F. Develop and implement a mechanism for determining evaluation of the
performance of TRAINEES to include, where appropriate, input from AFFILIATE.
G. Maintain records and reports concerning the education of TRAINEES, which shall
include the TRAINEE'S licensure /certification, pre - assignment health assessment record, and
history of immunizations.
H. Require assigned TRAINEES to:
1. Comply with AFFILIATE'S applicable policies, procedures and
guidelines, and applicable state and federal laws and regulations, including those concerning the
confidentiality of patient care and patient care records; and
2. Have all required personal protective equipment including, but not limited
to, safety goggles, particulate respirators, and an appropriate uniform.
II. RESPONSIBILITIES OF AFFILIATE. AFFILIATE agrees that it shall:
A. Maintain adequate staff and equipment to meet the educational goals and
objectives of the PROGRAM in a manner consistent with the standards and requirements
established by PROGRAM and DHS.
B. AFFILIATE shall assign each TRAINEE a preceptor with appropriate training and
experience to supervise the TRAINEE during each clinical assignment. The preceptor shall
monitor the TRAINEE'S progress and evaluate the TRAINEE at the end of each shift on forms
provided by the PROGRAM.
C. Designate, after consultation with PROGRAM, a person to coordinate
TRAINEES' schedules and activities while working with AFFILIATE. Such person shall be the
Program Coordinator and shall act as liaison with PROGRAM. The name of AFFILIATE'S
Program Coordinator shall be provided to PROGRAM'S Program Director.
D. Implement schedules for TRAINEES in conjunction with the Program Director
and in accordance with PROGRAM'S educational goals and objectives. AFFILIATE shall
determine the number of TRAINEES permitted to rotate through the field internship.
AFFILIATE must ensure that TRAINEES are provided appropriate supervision. TRAINEES are
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not to be used to replace staff of AFFILIATE and AFFILIATE is ultimately responsible for
patient care.
E. Protect the health and safety of TRAINEES on rotation with AFFILIATE by
providing each TRAINEE with the following:
1. A brief orientation of the clinical area where TRAINEE will be working,
and information about AFFILIATE'S security measures, fire safety and disaster protocols, and
any additional recommended personnel safety and security precautions;
2. Instruction in AFFILIATE'S policies and procedures for infection control,
including the handling and disposal of needles and other sharp objects, and in AFFILIATE'S
protocols for on-the-job injuries including those resulting from needlestick injuries and other
exposures to blood or body fluids or airborne contaminants;
3. First aid and other emergency treatment on -site, including, but not limited
to, immediate evaluation for risk of infection and appropriate follow -up care of TRAINEE in the
event of a needlestick injury to or other exposure of TRAINEE to blood or body fluids or
airborne contaminants. In the case of suspected or confirmed exposure to the human immuno-
deficiency virus (HIV) or hepatitis, such follow -up care shall be consistent with the current
guidelines of the Centers for Disease Control ( "CDC ") and the community's standard of care.
Information regarding the CDC may be obtained by calling (800) 342 -2437; and
4. Access to any of AFFILIATE'S applicable reference materials.
F. Maintain its approval as an emergency medical service provider and comply with
all applicable laws, regulations, and DHS requirements. AFFILIATE shall notify PROGRAM
within five days of receipt of notice that AFFILIATE is not in compliance with any such laws,
regulations, or DHS requirements.
G. Permit inspection of its clinical and related facilities by the Program Director or
other UCLA faculty and staff to evaluate TRAINEE performance.
H. With respect to any professional services performed by TRAINEES under this
Agreement, AFFILIATE agrees to inform PROGRAM and its Program Director as follows:
Immediately upon initiation of an investigation into the conduct of a
TRAINEE;
2. Within five days after receipt of service of a complaint, summons or notice
of a claim naming a TRAINEE; or
3. Prior to making or accepting a settlement offer in any lawsuit or legal
claim in which a TRAINEE has been named or in which a settlement is being proposed on their
behalf.
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III. DISCRIMINATION - PROHIBITION.
PROGRAM and AFFILIATE agree not to discriminate in the selection or acceptance of
any TRAINEE pursuant to this Agreement because of race, color, national origin, religion, sex,
sexual orientation, mental or physical disability, age, veteran's status, medical condition (cancer -
related) as defined in section 12926 of the California Government Code, ancestry, marital status,
or citizenship, within the limits imposed by law or PROGRAM policy.
IV. TERM.
The term of this Agreement shall become effective May 1, 2012 and shall continue in
effect for five (5) years, through May 1, 2017, or until earlier terminated.
V. TERMINATION.
Notwithstanding any other provision to the contrary, this Agreement may be terminated
with or without cause at any time by either party upon thirty (30) days' prior written notice to the
other party or upon completion of the TRAINEES' rotation, whichever is greater.
VI. INSURANCE.
A. AFFILIATE, at its sole cost and expense, shall insure or self - insure its activities in
connection with this Agreement and obtain, keep in force and maintain insurance or self - insure
as follows:
1. Comprehensive or Commercial Form General Liability Insurance
(contractual liability included) with a limit of five hundred thousand dollars ($500,000) per
occurrence and a general aggregate of five million dollars ($5,000,000). If such 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 prior to or coinciding with the effective
date of this Agreement.
2. Workers' Compensation Insurance in a form and amount covering
AFFILIATE'S full liability as required by law under the Workers' Compensation Insurance and
Safety Act of the State of California as amended from time to time.
3. Business Automobile Liability insurance with a combined single limit of
not less than $1,000,000 per occurrence, if such automobile insurance is not included as part of
the AFFILIATE'S General Liability coverage.
4. Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other insurable risks relating to
performance.
It should be expressly understood, however, that the coverages required under this
Section VI.A.2 shall not in any way limit the liability of AFFLIATE. It shall also be understood
that the TRAINEES are not employees of AFFILIATE and that the insurance coverages
described in Section VI.A shall not apply to TRAINEES.
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The coverage referred to under paragraph 1 of this Section VI.A. shall be endorsed
to include PROGRAM as an additional insured. Such a provision, however, shall only apply in
proportion to and to the extent of the negligent acts or omissions of AFFILIATE, its officers,
agents, and /or employees. AFFILIATE, upon the execution of this Agreement, shall furnish
PROGRAM with Certificates of Insurance evidencing compliance with all requirements.
Certificates shall further provide for thirty (30) days' advance written notice to PROGRAM of
any modification, change or cancellation of any of the above insurance coverages.
B. PROGRAM shall maintain insurance or self - insure its activities in connection
with this Agreement by maintaining programs of self - insurance as follows:
1. Professional Medical and Hospital Liability self - insurance with limits of
five million dollars ($5,000,000) per occurrence, with a general aggregate of five million dollars
($5,000,000). If such insurance is written on a claims -made form, it shall continue for five years
following termination of this Agreement. The insurance shall have a retroactive date prior to or
coinciding with the effective date of this Agreement and a deductible of no more than five
hundred thousand dollars ($500,000). In the event that a claims -made policy is canceled or non -
renewed, then the AFFILIATE shall obtain extended reporting (tail) coverage for the remainder
of the five (5) year period.
2. General Liability Self - Insurance Program with a limit of five hundred
thousand dollars ($500,000) per occurrence and a general aggregate of five million dollars
($5,000,000). If such 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 prior
to or coinciding with the effective date of this Agreement.
3. Workers' Compensation Self - Insurance Program covering PROGRAM'S
full liability as required by law under the Workers' Compensation Insurance and Safety Act of
the State of California as amended from time to time.
4. Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other insurable risks relating to
performance.
It should be expressly understood, however, that the coverages required under this
Section VI.B.1 and 2 shall not in any way limit the liability of PROGRAM. It shall also be
understood that the TRAINEES are not employees of PROGRAM and that Worker's
Compensation insurance described in Section VI.B.3 shall not apply to TRAINEES.
PROGRAM requires students maintain private health insurance to cover injury or illness during
participation in the Program.
The coverages referred to under paragraph 2 of this Section VI.B. shall include
AFFILIATE as an insured. Such a provision, however, shall only apply in proportion to and to
the extent of the negligent acts or omissions of PROGRAM, its officers, agents, TRAINEES,
and /or employees. PROGRAM, upon the execution of this Agreement, shall furnish AFFILIATE
with Certificates of Self- Insurance evidencing compliance with all requirements. Certificates
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shall further provide for thirty (30) days' advance written notice to AFFILIATE of any
modification, change or cancellation of any of the above self - insurance coverages.
VII. INDEMNIFICATION.
A. AFFILIATE shall defend, indemnify and hold PROGRAM, its officers,
employees, agents, and TRAINEES 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 AFFILIATE, its officers, employees, or agents.
B. PROGRAM shall defend, indemnify and hold AFFILIATE, 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 PROGRAM, its officers, employees, agents, or TRAINEES.
VIII. COOPERATION IN DISPOSITION OF CLAIMS.
AFFILIATE and PROGRAM agree to cooperate with each other in the timely
investigation and disposition of audits, peer review matters, disciplinary actions and third -party
liability claims arising out of any services provided under this Agreement or in the operation of
the Program. The parties shall notify one another as soon as possible of any adverse event which
may result in liability to the other party. It is the intention of the parties to fully cooperate in the
disposition of all such audits, actions or claims. Such cooperation may include, but is not limited
to, timely notice, joint investigation, defense, disposition of claims of third parties arising from
services performed under this Agreement, and making witnesses available. PROGRAM shall be
responsible for discipline of TRAINEES in accordance with PROGRAM'S applicable policies
and procedures.
To the extent allowed by law, AFFILIATE and PROGRAM shall have reasonable and
timely access to the medical records, charts, and /or quality assurance data of the other party
relating to any claim or investigation related to services provided pursuant to this Agreement;
provided, however, that nothing shall require either AFFILIATE or PROGRAM to disclose any
peer review documents, records or communications which are privileged under Section 1157 of
the California Evidence Code, under the Attorney- Client Privilege or under the Attorney Work -
Product Privilege.
IX. PATIENT RECORDS.
Any and all of AFFILIATE'S medical records and charts created at AFFILIATE'S
facilities as a result of performance under this Agreement shall be and shall remain the property
of AFFILIATE. Both during and after the term of this Agreement, PROGRAM shall be
permitted to inspect and /or duplicate, at PROGRAM'S expense, any individual charts or records
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which are: (1) necessary to assist in the defense of any malpractice or similar claim; (2) relevant
to any disciplinary action; and/or (3) for educational or research purposes. Such inspection
and /or duplication shall be permitted and conducted pursuant to commonly accepted standards of
patient confidentiality in accordance with applicable federal, state and local laws.
X. ARBITRATION.
In the event of any dispute arising between the parties concerning the interpretation or
enforcement of the provisions of this Agreement, the parties agree to first attempt in good faith to
resolve the dispute between themselves. If the parties are unable to resolve the dispute within
thirty (30) days, then all matters in controversy shall be submitted to arbitration pursuant to
California Code of Civil Procedure section 1280, et seq. Arbitration shall be initiated by either
party making a written demand for arbitration on the other party. Unless the parties can agree on
a single arbitrator within ten (10) days from the receipt of the written demand for arbitration,
each party shall designate an arbitrator within fifteen (15) days of receipt of the written demand
for arbitration. Within seven (7) days of the appointment of two arbitrators, those arbitrators
shall designate a third arbitrator. The parties agree that either party to an arbitration may seek
judicial review by way of a petition to the court to confirm, correct or vacate an arbitration award
pursuant to the provisions of Code of Civil Procedure sections 1285 and 1294.2.
XI. INTERRUPTION OF SERVICE.
Either party shall be excused from any delay or failure in performance hereunder caused
by reason of any occurrence or contingency beyond its reasonable control, including, but not
limited to, acts of God, acts of war, fire, insurrection, labor disputes, riots, earthquakes, or other
acts of nature. The obligations and rights of the party so excused shall be extended on a day -to-
day basis for the time period equal to the period of such excusable interruption. In the event the
interruption of a party's services continues for a period in excess of thirty (30) days, the other
party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to
the other party.
XIL ATTORNEYS' FEES.
In the event of any action, suit or proceeding, between the parties hereto, the cost of such
action, suit or proceeding, including reasonable attorneys' fees, shall be borne by the losing party
or, in the case of an arbitration, as determined by the arbitrator.
XIIL ASSIGNMENT.
Neither AFFILIATE nor PROGRAM shall assign their rights, duties, or obligations under
this Agreement, either in whole or in part, without the prior written consent of the other.
XIV. SEVERABILITY.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term hereof, such provision shall be fully severable.
This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never been a part of the Agreement, and the remaining provisions shall remain in
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full force and effect unaffected by such severance, provided that the severed provision(s) are not
material to the overall purpose and operation of this Agreement.
XV. WAIVER.
Waiver by either party of any breach of any provision of this Agreement or warranty of
representation herein set forth shall not be construed as a waiver of any subsequent breach of the
same or any other provision. The failure to exercise any right hereunder shall not operate as a
waiver of such right. All rights and remedies provided for herein are cumulative.
XVI. EXHIBITS.
Any and all exhibits attached hereto are incorporated herein by reference and made a part
of this Agreement.
XVII. MODIFICATIONS AND AMENDMENTS.
This Agreement may be amended or modified at any time by mutual written consent of
the authorized representatives of both parties. AFFILIATE and PROGRAM agree to amend this
Agreement to the extent amendment is required by an applicable regulatory authority and the
amendment does not materially affect the provisions of this Agreement.
XVIII. USE OF NAME.
Neither party shall use the name of the other, including the names the Regents of the
University of California, UCLA, or the University of California, without the prior written consent
of the an authorized representative of the other party.
XIX. ENTIRE AGREEMENT.
This Agreement contains all the terms and conditions agreed upon by the parties
regarding the subject matter of this Agreement and supersedes any prior agreements, oral or
written, and all other communications between the parties relating to such subject matter.
XX. GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the State of California.
XXI. NOTICES.
All notices required under this Agreement shall be deemed to have been fully given when
made in writing and deposited in the United States mail, postage prepaid, certified mail, return
receipt requested, and addressed as follows:
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TO PROGRAM: Todd LeGassick, Executive Director
UCLA Center for Prehospital Care
10990 Wilshire Blvd., Suite 1450
Los Angeles, CA 90024
TO AFFILIATE: Michael Lang, Battalion Chief
Arcadia Fire Department
710 S. Santa Anita Ave.
Arcadia, CA 91006
The parties have executed this Agreement as set forth below.
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA
an
J. Thomas Rosenthal M.D.
Associate Vice Chancellor
Date:
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10/23/12
CITY OF ARCADIA
By: '
Title: City Manager
Date:
ATTEST:
`5R
City erk
APPROVED AS TO jFORNf
PO4v'.." Ir ° /
Stephen P. Deitsch
City Attorney
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