HomeMy WebLinkAboutContracts & Agreements_117-2007_CCv0001.pdf AGREEMENT FOR STUDENT PARTICIPATION IN EMERGENCY MEDICAL
TECHNICIAN AND EMERGENCY MEDICAL TECHNICIAN—PARAMEDIC PROGRAMS
This Agreement ("Agreement") is made and entered into this 17,h day of July 2007
("Effective Date"), between the City of Redlands (the "City") and Victor Valley Community
College District(the "District"). City and District are sometimes individually referred to herein
as a "Party" and,together, as the "Parties."
RECITALS
WHEREAS, District and City acknowledge a public obligation to contribute to education
for Emergency Medical Technician and Emergency Medical Technician-Paramedic programs
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(collectively the "Disciplines") for the benefit of students and for community needs; and
WHEREAS, District has established programs in the Disciplines which require the
clinical facilities of City, and
WHEREAS, it is to the mutual benefit of both District and City that students have
opportunities for clinical education as students and future practitioners;
NOW, THEREFORE, for and in consideration of the mutual promises contained herein,
the Parties agree as follows:
AGREEMENT
1. PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to establish terms and conditions for District's students
participation in Emergency Medical Technician and Emergency Medical Technician–
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Paramedic Programs and their associated use of City clinical facilities.
11. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and this Agreement
shall thereafter remain in effect unless terminated by either Party upon thirty (30) days written
notice to the other Party.
III. RESPONSIBILITIES OF DISTRICT
A. Educational
I. Beginning the Term commencing Fall 2007, District will offer as part of its
programs in the Disciplines a clinical educational program eligible for
accreditation by the California Emergency Medical Services Authority,the Inland
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Counties Emergency Medical Agency and the Commission on Accreditation of
Allied Health Education Programs(the "Clinical Program"),
i 2, District shall provide the necessary qualified, certified licensed or
registered faculty appropriate and/or required to teach the Clinical Program,
3, District faculty shall plan, develop and implement all clinical instruction and
evaluation of students required to teach the Clinical Program,
4, District faculty shall develop a clinical instruction plan for use of City's clinical
facilities to meet the educational,goals of the Clinical Program("Clinical
Instruction.Plan"), The Clinical Instruction Plan shall be made available to City at
least sixty(60) days prior to the beginning of each Term subject to revision based
on City's patient care responsibilities, However, District is responsible for final
approval of the Clinical Instruction Plan prior to the beginning of each'Term.
5, As part of the Clinical Program, prior to the use by students and faculty of any of
City's clinical facilities, District shall provide students and faculty with an
orientation regarding City's policies, practices, standards and regulations
pertaining to those facilities, City shall provide one of its staff with sufficient
knowledge of those policies, practices, standards and regulations to assist District
with said orientation,
6, Students participating in the Clinical Program are required to produce to District
documentation indicating that they are physically fit to participate in the Clinical
Program,
7, District may select students to participate in the Clinical Program, but in so doing
shall not discriminate against any person or group due to race, color, creed,
religion, sex, marital status, age, handicap, national origin, ancestry or any other
protected class, as required by law.
B, general
1, District faculty participating in the Clinical Program may request participation of
City's staff on a voluntary basis as resource persons and clinical experts, and in
planning meetings related to the Clinical Program,
2, Students shall have the status of"learners" and shall not replace City staff, but
shall provide services to patients related to the Clinical Instruction Plan, At all.
times while participating in the Clinical Program, students shall be supervised by
at least one City Emergency Medical 'Technician or Emergency Medical
Technician-Paramedic,
, At all times while participating in the Clinical Program, District faculty, staff and
students are subject to all District standards of conduct, as well as all standards of
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conduct, appearance, safety and health established for City employees in matters
relating to the welfare of patients,
4. Students shall wear assigned uniforms designated by District and/or City's
clinical facilities,
M RESPONSIBEUTIES OF CITY
A, Educational
1, City shall designate a staff member who will serve as the Education Coordinator for
the Clinical Program, The Education Coordinator is responsible for working with
District and making all reasonable efforts to assist District in meeting its
responsibilities set forth in Pan M of this Agreement.
2, City may refuse educational access to any clinical facilities to any District faculty,
staff or students who do not meet City employee standards of conduct, appearance,
safety or health,
B, General
I If at any time the conduct of any student impairs his or her usefulness to the
Clinical Program or otherwise unfavorably affects the morale of other students or
City employees, or if in the judgment of City, the work or conduct of such student
is unacceptable or otherwise impairs or endangers the health of patients in any
way, City may suspend said student from further participation in the Clinical
Program unless and until City and District agree that the student should be
permitted to resume his or her participation in the Clinical Program,
2, City, at its discretion, may ask District faculty to serve on committees in matters
contributing to the quality of patient care as it applies to college students
participating in the Clinical Program,
3, City shall, on any day when students are participating in the Clinical Program at
City facilities, provide to District students, faculty and staff all necessary
emergency health care or first aid for accidents occurring at City's facilities, City
shall not be financially responsible for such emergency health care or first aid, nor
shall City be responsible for any workers compensation or any other claim, suit or
legal action of students, including, but not limited to any workers' compensation
claim,
4, If in the judgment of City's staff, any student's participation in the Clinical
Program endangers or has the potential of endangering any patient's welfare,
City's staff may restrict said student to an observer role until City staff and the
District faculty member in charge of the student agree that the student is able to
resume providing care to patients without endangering any patients. In
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participating in the Clinical Program City's ultimate responsibility is the care and
welfare of patients,
5, City shall be solely responsible and liable for the welfare, control and care of all
patients of City at all times as a result of, or in connection with, this Agreement or
for purposes related to City's programs and activities,
6, City shall provide students in the Clinical Program the opportunity to achieve a
minimum of twenty(20) "continuum of care" advanced life support patient
contacts pursuant to title 22, California Code of Regulations ("CCR"), sections
100152 and 100158, As defined in title 22, CCR, section 10158(b), an advanced
life support patient contact is defined as "the student performance of one or more
[advanced life support] skills, except cardiac monitoring and basic
cardiopulmonary resuscitation(CPR), on a patient." As defined in title 22, CCR,
section 100152(e), a"continuum of care" advanced life support patient contact is
an advanced life support patient contact wherein the student is "required to
provide the full continuum of care of the patient beginning with the initial contact
with the patient upon arrival at the scene through release of the patient to a
receiving hospital or medical care facility,"
7, Subject to the approval of City, at the request of District faculty participating in
the Clinical Program City staff may participate on a voluntary basis as resource
persons and clinical experts and in planning meetings related to the Clinical
Program,
V, LIABILITY STATUS OF THE PARTIES
A, Indemnification of City by District, District shall, except to the extent of any related
negligence or willful misconduct of City, defend, indemnify and hold harmless City and
its elected and appointed officials, officers and employees from any and all claims,
liabilities, and expenses, including attorneys' fees, damage to property or injuries to or
death of any person or persons or dam-ages of any nature including, but not by way of
limitation, all civil claims and workers' compensation claims arising out of or in any way
connected with the intentional or negligent acts, errors or omissions of District, its
employees, students, agents or subcontractors in the performance of this Agreement,
District's duty to indemnify City pursuant to this Section, with respect to acts or incidents
occurring during the term of this Agreement, shall survive the expiration or termination
of this Agreement.
B, Student Coverage. District shall require each student participating in the Clinical
Program to establish and maintain through District throughout the term of each student's
participation in the Clinical Program malpractice insurance coverage, written on an
occurrence basis, providing coverage for all claims, demands, actions, damages, losses,
costs and expenses, including attorneys' fees and expenses, arising from or attributable to
the student's participation in the Clinical Program("Student Coverage"), Student
Coverage shall contain a cross liability endorsement and a waiver of the insurer's rights
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of subrogation against City with respect to any act or omission of a Party pursuant to, or
claim, action or liability arising*om or related to, this Agreement, Each Student's Policy
shall provide coverage in a face amount not less than one million dollars ($1,000,000) per
occurrence and three million dollars($3,000,000)aggregate specifically applicable to this
Agreement, Prior to each Term in which District is offering the Clinical Program,
District shall provide City with a certificate of insurance demonstrating compliance with
the requirements of this Section, Each certificate of insurance shall name City as a
certificate holder, and shall specify that the insurer shall provide City with written notice
not less than thirty(30) days prior to any cancellation each Student's Policy, except in the
case of cancellation of or nonpayment of premium, in which case the notice shall be
provided not less than ten(10) days prior to cancellation.
C, District Insurance Policy, District shall maintain throughout the term of this Agreement,
at its own cost and expense, a policy of commercial general liability insurance or self-
insurance, written on an occurrence basis, providing coverage for all claims, demands,
actions, damages, losses, costs and expenses, including attorneys' fees and expenses,
arising from or attributable to District's operations, services, programs or activities
undertaken pursuant to this Agreement ("District Policy"). District's Policy shall also
provide coverage for the contractual liability assumed pursuant to Section A of Part V of
this Agreement, District's Policy shall contain a cross liability endorsement and a waiver
of the insurer's rights of subrogation against City with respect to any act or omission of a
Party pursuant to, or claim, action or liability arising from or related to, this Agreement.
District's Policy shall provide coverage in a face amount not less than one million dollars
($1,000,0 0)per occurrence and three million dollars($3,000,000) aggregate specifically
applicable to this Agree-meat, Prior to each Term in which District is offering the
Clinical program,District shall provide City with a certificate of insurance to
demonstrate compliance with the requirements of this Section, The certificate of
insurance and District's Policy shall name City as certificate holder, and shall specify that
the insurer shall provide City with written notice not less than thirty(30) days prior to
any cancellation of District's Policy, except in the case of cancellation for nonpayment of
premium, in which case the notice shall be provided not less than ten(10) days prior to
cancellation.
D, Indemnification of District and Students by City, City shall, except to the extent of any
related negligence or 'llf I
wi -ul misconduct of District, defend, indemnify and hold harmless
District and its elected and appointed officials, officers and employees and each student
of District participating in the Clinical Program from any and all claims, liabilities,
expenses, including attorneys' fees, damage to property or injuries to or death of any
person or persons or damages of any nature including, but not by way of limitation, all
civil claims and workers' compensation claims arising out of or in any way connected
with the intentional or negligent acts, error or omissions of City, its employees, agents or
subcontractors in the performance of this Agreement, City's duty to indemnify District
pursuant to this Section, with respect to acts or incidents occurring during the term of this
Agreement, shall survive the expiration or termination , Agreement
-nation of this
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E� City Insurance Policy. City shall -maintain throughout the term of this Agreement, at its
own cost and expense, a policy of commercial general liability insurance or self-
insurance, written on an occurrence- basis, providing cove-rage for all claims, demands,
actions, damages, losses, costs and expenses, including attorneys' fees and expenses,
arising from or attributable to City's operations, services, programs or activities pursuant
to this Agreement ("City Policy"), City's Policy shall also provide coverage for the
contractual liability assumed pursuant to Section D of Part V of this Agreement. City's
Policy shall contain a cross liability endorsement and a waiver of the insurer's rights of
subrogation against District and each student of District participating in the Clinical
Program with respect to any act or omission of a Party pursuant to, or claim, action or
liability arising from or related to, this Agreement, City's Policy shall provide coverage
in a face amount not less than one million dollars(S 1,000,000) per occurrence and three
million dollars ($3,000,000)aggregate specifically applicable to this Agreement, Prior to
each Term in which District is offering the Clinical Program City shall provide District
with a certificate of insurance-to demonstrate compliance with the requirements of this
Section, The certificate of insurance and City's Policy shall name District and each
student of District participating in the Clinical Program as certificate holders, and shall
specify that the insurer shall provide District with written notice not less than thirty(30)
days prior to any cancellation of City's Policy, except in the case of cancellation for
nonpayment of premium, in which case the notice shall be provided not less than ten(10)
days prior to cancellation.
VI, MISCELLANEOUS PROVISIONS
A, Default, If a Party fails to perform any duty or obligation as and when required pursuant
to this Agreement, that Party shall be in default of this Agreement ("Defaulting Party"),
Unless a different period is specified elsewhere in this Agreement, the Defaulting Party
shall cure any and all defaults within a reasonable time, which in no event shall exceed
ten(10)days after notice from the other Party("Non-Defaulting Party"), The Non-
Defaulting Party may, in its sole discretion, after request of the Defaulting Party, grant
additional time for the Defaulting Party to cure any default, if the Defaulting Party has
made reasonable and continuous efforts to cure the default after notice thereof, but has
been unable to cure such default, If the Defaulting Party fails to cure any such default
within the foregoing ten(10) day period or extension thereto, the Defaulting Party shall
be in breach of this Agreement and this Agreement shall terminate. In the event of any
such termination, the Non-Defaulting Party shall be entitled to recover from the
Defaulting Party(and, upon request the Defaulting Party shall pay to the Non-Defaulting
Party)any and all costs, expenses and damages incurred or suffered by the Non-
Defaulting Party proximately caused by the Defaulting Party's breach,
B, Entire Agreement. The making, execution and delivery of this Agreement by the Parties
has not been induced by any representations, statements, warranties or agreements, other
than those expressed herein. This Agreement constitutes the entire agreement between
the Parties with respect to any matter referenced herein and supersedes any and all other
prior writings and oral negotiations related thereto,. Except as expressly set forth herein,
there are no writings, conversations, representations, warranties or agreements that the
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Parties intend to be a pan hereof, and this Agreement represents the entire agreement
between the Panics hereto and supersedes any and all previous written or oral agreements
or discussions between the Parties and any other person or legal entity concerning the
transaction(s) contemplated herein. This Agreement may be modified only in writing,
and signed by the Parties in interest at the time of such modification. The terms of this
Agreement shall prevail over any inconsistent provision in any other contract document
appurtenant hereto, including exhibits to this Agreement,
C, Not for Benefit of Third Panics, This Agreement and every provision hereof is for the
exclusive benefit of the Parties and, it is not for the benefit of any third party,
D, Waiver, The failure of either Party at any time to require performance by the other Party
of any provision hereof shall not affect in any way the full right to require such
performance at any time thereafter, The waiver of my breach of any provision of this
Agreement shall not be deemed to be a waiver of any preceding or subsequent breach of
the same or any other provision of this Agreement,
E, Force Majeure, Except for the Panics' indemnification and insurance obligations, non-
performance by a Party of any obligation set forth in this -Agreement shall be excused if
reasonably prevented or delayed by reason of any act, event or condition reasonably
beyond the control of that Party including: (i)war, acts of public enemy, insurrection,
significant and substantial civil commotion or not; (ii) earthquake, fire, food or other
severe, inclement weather, (iii)governmental restriction or the act or failure to act of any
governmental agency or entity other than the non-performing Party; and (iv) litigation
(including, without limitation, litigation contesting the validity of, or seeking the
enforcement or clarification of, this Agreement).
F, Representatives, The Chief Advanced Life Support Coordinator of City, or his or her
designee-, shall be the representative of City for purposes of this Agreement and may
issue all consents, approvals, directives and agreements on behalf of City called for by
this Agree-meat, except as otherwise expressly provided in this Agreement,
G, District shall designate a Project Manager who shall represent it and be its agent in all
consultations with City during the term of this Agreement, District or its Project
Manager shall attend and assist in all coordination meetings called by City in all matters
regarding the performance of this Agreement.
H, Notices. Any notices, demands, documents, correspondence or other communications
concerning this Agreement may be provided by personal delivery, facsimile or mail and
shall be addressed as W. forth below, Such communications shall be deemed served or
delivered: a) at the time of delivery if such communication is sent by personal delivery;
b) at the time of transmission if such communication is sent by facsimile; or c) 48 hours
after deposit in the U.S, Mail as reflected by the official U.S. post-mark if such
communication is sent through regular United States mail. Any Party may, for purposes
of this Agreement, change its name, address, facsimile number or person to whom
attention should be directed by giving notice in the manner specified in this Section. A
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copy of any notices, demands, documents, correspondence or other communications sent
to District should also be sent to District's legal counsel, and a copy of any notices,
demands, correspondence or other communications sent to City shall also be sent to
City's legal counsel. Notices, demands and communications shall be duly addressed as
follows:
IF TO DISTRICT: IF TO CITY;
Victor Valley Community College District Redlands Fire Dept.
18422 Bear Valley Road 35 Cajon Street, Ste, 12
Victorville, CA 92395 Redlands, CA 92373
Fax, 760-245-4271 Fax, 909-798-7602
Tel: 760-245-4271 Ext, 2338 Tel: 909-798-7600
Attn: Scott C. Jones
IF TO DISTRICT'S LEGAL COUNSEL: IF TO CITY'S LEGAL COUNSEL:
Liebert, Cassidy, Whitmore City Attorney, City of Redlands
6033 W, Century Blvd,, Suite 500 P.0, Box 3005
Los Angeles, CA 90045 Redlands, CA 92373
Fax: 310-3370837 Fax: 909-7987503
Tel: 310-981 -2000 Tel: 909-798-7595
Attn: Peter Brown Attn-, Daniel J. McHugh
1. Cooperation of the Parties. Each Party shall execute and deliver to the other Party all
such other further instruments and documents as are reasonably necessary to carry out
this Agreement in order to provide and secure to the other Party the full and complete
enjoyment of its rights and privileges hereunder,
J. Time Limits. Any time limits set forth in this Agreement may be extended by mutual
consent of the Parties in accordance with the respective procedures for adoption by the
Parties of an agreement,
R. Compliance with Laws, Each Party shall, at its own cost and expense, comply with all
laws and governmental rules and regulations applicable to the transaction contemplated
in this Agreement, including, but not limited to, any required filings with governmental
authorities,
L. Comparative Fault, Notwithstanding anything in this Agreement to the contrary, in the
event any settlement, court judgment, or arbitration or mediation award allocates or
determines the comparative fault of the Parties, either Party, consistent with such
allocation or determination, may sock reimbursement from the other Party with respect to
defense costs, settlement payments,judgments and awards.
MAttorneys' Fees, In any action or other proceeding between the Parties seeking
enforcement or interpretation of any provision of this Agreement, the prevailing Party in
such action or other proceeding shall be awarded its reasonable costs and expenses,
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including, but not limited to, reasonable attorneys' fees (and including fees for the use of
in-house counsel by a Party), disbursements and court costs, in addition to any damages,
injunctive, or other relief awarded, and, without limitation, attorneys' fees, disbursements
and court costs, incurred in any post judgment proceedings to collect or enforce any
judgment,
N, Representation by Independent Counsel, The Parties agree and acknowledge that they
have been represented by independent legal counsel of their own choice throughout all
negotiations preceding the execution of this Agreement, and that they have executed this
Agreement with the consent of, and upon the advice of, their own legal counsel,
0, Governing Law, This Agreement shall be governed by and construed under the laws of
the State of California,
P. Venue for Resolving Disputes, Any arbitration, mediation, litigation or other proceeding
arising out of, or connected with, this Agreement shall be conducted only in the County
of San Bernardino,
Q, Assignment. District shall not voluntarily or by operation of law assign, transfer, sublet
or encumber all or any part of District's interest in this Agreement without City's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be
void and shall constitute a breach of this Agreement and cause for termination of this
Agreement, City shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of City's interest in this Agreement without District's prior
written consent, Any attempted assignment, transfer, subletting or encumbrance shall be
void and shall constitute a breach of this Agreement and cause for termination of this
Agreement.
& Headings, Paragraphs and subparagraph headings contained in this Agreement are
included solely for convenience and are not intended to -modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agree-meat.
S, Construction, The Parties have participated jointly in the negotiation and drafting of this
Agreement, In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the
Parties and in accordance with its fair meaning, There shall be no presumption or burden
of proof favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement, Unless specified otherwise, all references in this
Agreement to the words "Pon" or "Section" shall be references to Parts or Sections
contained within this Agreement, Where necessary or u in the context of this
Agreement, use of the singular shall be deemed to include the plural, and use of the plural
shall be deemed to include the singular, For all purposes of this Agreement, "shall" shall
be interpreted as mandatory and "may" shall be interpreted as permissive.
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T. Amendments. Only a writing executed by the Parties or their respective successors and
assigns may amend this Agreement,
U. Severability, If any Part, Section, term, provision, covenant or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining Pans, Sections, terms, provisions, covenants and conditions
of this Agreement shall be unaffected thereby and shall continue in full force and effect,
V. Counterparts, This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement,
W. Due Authority of Signatories. The persons executing this Agreement on behalf of the
Parties warrant that they are duly authorized to execute this Agreement on behalf of said
Parties and that by doing so, the Parties hereto are formally bound to the provisions of
this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by and
through their respective authorized officers, as of the date first above written,
CITY OF REDLANDS
Jon Harrison, mayor
Attest:
VICTOR VALLEY COMMUNITY
COLLEGE DISTRICT
r. Maviqxine Topforici
DYKAgreeWictor Valley College 10