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FD Clinical & Observational ProgramsAGREEMENT FOR CLINICAL AND OBSERVATIONAL PROGRAMS Between CITY OF SAN RAFAEL, KAISER FOUNDATION HOSPITALS and THE PERMANENTE MEDICAL GROUP, INC. THIS AGREEMENT ("Agreement'), is made and entered into as of June 30, 2003, by and between THE CITY OF SAN RAFAEL, a municipal corporation chartered and existing under the Constitution and laws of the State of California ("City"), and KAISER FOUNDATION HOSPITALS, a California nonprofit public benefit corporation ("KFH"), and THE PERMANENTE MEDICAL GROUP, INC., a California professional corporation of physicians ("TPMG"). KFH and TPMG are hereinafter collectively referred to as "Kaiser Permanente." RECITALS WHEREAS, City employs paramedics ("Paramedics") responsible for providing emergency medical services as City Fire Department Paramedics; and WHEREAS, such paramedics are required to perform certain medical services annually in order to maintain certification to practice in California, including the performance of endotracheal intubation; and WHEREAS, Kaiser Permanente operates clinical facilities which are suitable for the training and supervision of Paramedics in the performance of such medical services ("Clinical Facilities"); and WHEREAS, City and Kaiser Permanente agree that it is to the benefit of the community to have Paramedics perform supervised endotracheal intubations at Kaiser Permanente Clinical Facilities in San Rafael, California ("Clinical Program"). NOW THEREFORE, the parties hereto enter into this Agreement as a full statement of their respective responsibilities during its term, and in consideration of the representations made above and the mutual covenants set forth below, the parties agree as follows: 201288 1. Responsibilities of City City agrees to: (a) Designate the Medical Director of the San Rafael Fire Department as the Clinical Program Liaison, and said liaison shall 1) provide coordination and oversight of Paramedics' activities while the Paramedics participate in Clinical Program at Kaiser Permanente Clinical Facilities; 2) act as liaison with the Director of Perioperative Services at Kaiser Foundation Hospital San Rafael ("Kaiser Permanente Director of Perioperative Services") and the Department Chief for Anesthesia; and 3) cooperate with the Kaiser Permanente Director of Perioperative Services in coordinating and reviewing schedules of Paramedics participating in the Clinical Program at Kaiser Permanente Clinical Facilities. (b) Provide Kaiser Permanente with 1) a list, including names and telephone numbers, of Paramedics designated by City to participate in the Clinical Program; 2) copies of Paramedics' current certification demonstrating that they are appropriately qualified to participate in the Clinical Program; and 3) the dates Paramedics are available to participate in the Clinical Program. (c) Comply with all applicable federal and state laws regarding the employment of Paramedics, including anti -discrimination and wage and hour laws. (d) Require Paramedics to: (i) Comply with all verbal and written direction provided by Kaiser Permanente in the course of participating in the Clinical Program; (ii) Participate in orientation programs as required by Kaiser Permanente, including training for compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as provided by Kaiser Permanente; and (iii) Cooperate with Kaiser Permanente, consistent with the terms of this Agreement, in risk management activities associated with any cases relating to Clinical Program activities. 2 201288 2. Responsibilities of Kaiser Permanente Kaiser Permanente agrees to: (a) Designate the Kaiser Permanente Director of Perioperative Services, to; 1) coordinate supervision of Paramedics' schedules and activities while participating in Clinical Program at Kaiser Permanente's Clinical Facilities and 2) act as liaison with City's Clinical Program Liaison and the Department Chief for Anesthesia. (b) Arrange schedules for Paramedics in conjunction with City's Clinical Program Liaison and in accordance with the educational goals and objectives of City. (c) Maintain the license(s) of its Clinical Facilities, as applicable, and comply with all applicable Bylaws, Rules and Regulations, policies, procedures and guidelines, state and federal laws and regulations, and the standards of the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO"), and other applicable accreditation bodies; (d) Determine, in its sole discretion, whether Paramedics may participate in the Clinical Program, the dates and times of said participation, and timely notify City of same. 3. Payment and Billing Neither the City nor Kaiser Permanente shall bill nor compensate the other for services performed by either under the terms of this Agreement. City shall not bill Kaiser Foundation Health Plan, Inc. members, or any other private or public third party payer for services rendered by Paramedics while participating in the Clinical Program at Kaiser Permanente Clinical Facilities. 4. Status of Paramedics (a) During the period a Paramedic participates in the Clinical Program at a Kaiser Permanente Training Facility, the Paramedic shall be under the direction and control of Kaiser Permanente's Director of Perioperative Services and the Department Chief of Anesthesia or their designee. (b) Paramedics shall participate in the Clinical Program at Kaiser Permanente's Clinical Facilities for educational purposes only. Paramedics, and any other agents or employees of City, shall not be considered to be agents, servants, or employees of Kaiser 201288 Permanente for any purpose, including, but not limited to, compensation for services, employee benefits, employee welfare and pension benefits, or workers' compensation insurance or coverage, participation in Kaiser Permanente Occupation Injury Benefit Plan, life insurance, or health plan coverage. City, as employer, is solely responsible for any and all applicable federal, state and local employer requirements. Similarly, Kaiser Permanente employees, servants and agents shall not be considered to be agents, servants, or employees of City for any purpose, including, but not limited to, compensation for services, employee benefits, employee welfare and pension benefits, or workers' compensation insurance or coverage, participation in any employee retirement plan, life insurance, health plan coverage or any other employee benefit plan. Kaiser Permanente, as employer, is solely responsible for any and all applicable federal, state and local employer requirements. 5. Confidentiality of Information City shall notify Paramedics that they are responsible for maintaining the confidentiality of Kaiser Permanente's patient and performance improvement information. No Paramedic or other City employee or agent shall have access to, or shall have the right to review, any medical record or patient or performance improvement information, including quality assurance, utilization management, risk management, peer review, or credentialing information or data, except as required by law. Except where necessary and in the regular course of the Clinical Program and performance of duties thereunder, the discussion, transmission or narration in any form of patient or performance improvement information, medical or otherwise, is prohibited, except as required by law. 6. Insurance Coverage (a) Kaiser Permanente shall procure and maintain in full force and effect, at its sole expense, a program of self insurance to cover Kaiser Permanente, its officers, agents, subcontractors and employees against all professional liability and comprehensive general liability at levels not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) annual aggregate. (b) City shall procure and maintain in full force and effect, at its sole expense, a program of self-insurance to cover City, its officers, agents and employees participating in Clinical Program at Kaiser Permanente Clinical Facilities, against all professional liability and general liability at levels not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) annual aggregate. Kaiser Permanente acknowledges, understands and agrees that City does not have liability insurance policies 4 201288 but is self-insured as permitted under Government Code section 990 and participates with other public entities in an excess liability "pool", the California Joint Powers Risk Management Authority (CJPRMA), for excess liability coverage under a Memorandum of Coverage. Kaiser Permanente further acknowledges, understands and agrees that such self-insurance satisfies its insurance requirements under this Agreement. (c) City shall agree to maintain in full force and effect workers' compensation insurance and professional liability insurance covering the Paramedics pursuant to this Agreement and any unemployment or disability insurance or coverage required by law. City also agrees Paramedics shall be working within the scope of their employment for City while participating, pursuant to this Agreement, in the Clinical Program at Kaiser Permanente facilities. Similarly, Kaiser Permanente agrees to maintain in full force and effect its usual program of self—insurance, including workers' compensation insurance and professional liability insurance covering Kaiser Permanente employees working in the Clinical Program pursuant to this Agreement and any unemployment or disability insurance or coverage required by law. Kaiser Permanente shall also require any and all subcontractors working in Clinical Program to procure and maintain in full force and effect workers' compensation insurance and professional liability insurance to cover said subcontractors while working in the Clinical Program pursuant to this Agreement. (d) Each party agrees to produce within a reasonable time and upon request of the other party, certificates of insurance evidencing such coverage. 7. Term and Termination of Agreement (a) Unless earlier terminated as set forth below, this Agreement shall remain in full force and effect for a term of one year, commencing June 30, 2003 and ending June 30, 2004 (the "Expiration Date"). Unless terminated by written notice delivered by either party at least thirty (30) days prior to the Expiration Date, this Agreement shall automatically renew for an additional one-year term on June 30 of each year thereafter. (b) Either party may terminate this Agreement for any reason or for no reason upon thirty (30) days' written notice to the other party at the address herein set forth. (c) All notices, demands or other writing to be given, made or sent under this Agreement, or which may be so given or made or sent by either party hereto to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, postage prepaid, and addressed to the other party at the address set forth below. 5 201288 B. Indemnification (a) Kaiser Permanente agrees to defend, indemnify, and hold harmless City and its officers, employees and agents, from any and all acts, claims, liabilities, costs, expenses, and losses by whomever asserted arising out of the acts or omissions of Kaiser Permanente, its officers, agents, subcontractors and employees, in the performance of services under this Agreement, except those arising by reason of the sole negligence of City and its officers, agents, subcontractors and employees. (b) City agrees to defend, indemnify, and hold harmless Kaiser Permanente and its officers, employees and agents, from any and all acts, claims, liabilities, costs, expenses, and losses by whomever asserted arising out of the acts or omissions of City, its officers, agents, subcontractors and employees including Paramedics, in the performance of services under this Agreement, except those arising by reason of the sole negligence of Kaiser Permanente and its officers, agents, subcontractors and employees. (c) Kaiser Permanente, for purposes of this indemnity, is the Kaiser Permanente Medical Care Program, which includes Kaiser Foundation Hospitals, Kaiser Foundation Health Plan, Inc. and its subsidiaries, and The Permanente Medical Group, Inc. and other affiliated Permanente Medical Groups, and their respective officers, directors, employees, partners, consultants, and agents. 9. Independent Contractors It is expressly understood and agreed that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or associate among City, Kaiser Permanente and Paramedics, but is rather an agreement between independent contractors, those being City and Kaiser Permanente. 10. Compliance With All Laws. Kaiser Permanente shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. Kaiser Permanente shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 6 201288 11. Dispute Resolution The parties agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. In the event resolution of the dispute cannot be accomplished by the parties, the matter shall be submitted for arbitration in Marin County, State of California, in accordance with the Code of Civil Procedure Section 120 et seq. or successor statutory provisions governing arbitration. Each party shall bear its own expenses of arbitration, and shall bear the compensation and costs of the arbitrator in proportion to the arbitrator's determination of each party's relative liability. 12. No Third Party Beneficiaries This Agreement is entered into by and between the parties hereto and for their benefit. Unless explicitly provided in this Agreement, there is no intent by either party to create or establish third party beneficiary status or rights in any patient or other third party, and no such third party shall have any right to enforce any right or enjoy any benefit created or established under this Agreement. 13. Assignment This Agreement may not be assigned by either party without the prior written consent of the other party. 14. Nonassumption of Liabilities Unless expressly provided herein, the parties do not assume or become liable for any of the existing or future obligations, liabilities, or debt of the other. 15. Agreement Execution Each multiple original of this document shall be deemed an original, but all multiple copies together shall constitute one and the same instrument. 16. Severability If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be 7 201288 written, construed, and enforced as so limited. If such provision cannot be so limited, it shall be considered stricken from the Agreement in its entirety. All remaining provisions shall continue to be valid and enforceable for all purposes. 17. Waiver The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision of this Agreement. 18. Governing Law This Agreement will be interpreted in accordance with the laws of the State of California. 19. Notices All notices required in this Agreement will be provided in writing by either party and forwarded by deposit into the United States mail, postage pre -paid, addressed as follows: Kaiser Permanente San Rafael Medical Center 99 Montecillo Road San Rafael, Ca 94903 Attn: Sandie McCreary, RN Director of Risk Management 20. Entire Agreement; Amendments City of San Rafael San Rafael Fire Department 1400 Fifth Avenue San Rafael, CA 94915 Attn: Robert Marcucci Fire Chief This instrument contains the entire agreement of the parties. Any prior agreements, promises, negotiations, or representations relating to the subject matter herein are of no force and effect. The Amendment may not be changed orally, but may be amended at any time by a written Amendment executed by both parties. 8 201288 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written. CITY OF SAN RAFAEL By: Rod Gould City Manager, City of San Rafael Date Robert Marcucci Fire Chief, City of San Rafael -fiL 7 Zv :� Date J 201288 0 7y: G Ht�G -(..-ndall, Medic 1 Group Administrator rS � 31Z� Datb ' i � .r _ �. �,74rrcrwrt r,rrcvr►r 'S ASS, F 0�.�9 By: iT & Rose Calhan Director of Hospital Operations/ Nurse Executive hl Date�� � V Routing Slip From: City Clerk To: Chief Marcucci Date: 5/19/03 ❑ City Attorney ❑ Action ❑ City Clerk ❑ Circulate ❑ City Manager ❑ File ❑ Community Development: ❑ Initial and Return ❑ Building Division ❑ Per Conversation ❑ Code Enforcement ❑ See Me ❑ Planning Division ❑ Deadline ❑ Falkirk ❑ Information ® Fire ❑ Signature ❑ Library ❑ ❑ Management Services ❑ Financial Serv. ❑ Remarks: ❑ Human Res. ❑ ISD Attached is a copy of "Agreement ❑ Police ❑ Print Shop/ Mail for Clinical and Observational ❑ Public Works Pro4rams" w/Kaiser (full v signed) ❑ Corp Yard ❑ City Hall for ,your files. ❑ Community Services ❑ Child Care Div. ❑ Facilities ❑ Programs ❑ Youth Services ❑ Redevelopment ❑ Other: