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HomeMy WebLinkAboutTri-City Healthcare District; 2016-03-30;F1RST AMENDMENT TO AGREEMENT BETWEEN CITY OF CARLSBAD AND TRI-CITY HEALTHCARE DISTRICT EMERGENCY MEDICAL TECHNICIAN-PARAMEDIC FIELD CARE AUDITS THIS FIRST AMENDMENT (this "Amendment") to the Agreement dated March 30, 2016 (the "Agreement'') is effective as of April I, 2018 (the "Effective Date"), is entered into by and between the City of Carlsbad, a municipal corporation ("Carlsbad"), and Tri-City Healthcare District on behalf of Tri-City Medical Center, a local California healthcare district, ("Consultant"). RECITALS A. Consultant and Carlsbad signed the Agreement with an original effective date of March 30, 2016, and have operated under the Agreement continuously since that time. B. Consultant and Carlsbad desire to amend the Agreement to extend the expiration date from March 30, 2018, to April 1, 2020. NOW, THEREFORE, incorporating the foregoing Recital and in consideration of the mutual agreements and covenants contained herein, the parties hereby agree as follows: 1. Term of Agreement. The Term is hereby amended to expire on Aprill, 2020 unless both parties renew the Agreement for an additional term in writing. 2. Entire Agreement. This Amendment represents the complete agreement among the parties with respect to the subject matter of this Amendment and supersedes all other prior or contemporaneous agreements, communications or representations, whether oral or written, express or implied. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. TRI-CITY HEALTHCARE DISTRICT APPROVED AS TO FORM: Celia A. Brewer, City Attorney (:f~~ fdJ_cm~ Barbara Engleson ~ By~ City Clerk City Attorney AGREEMENT BETWEEN CITY OF CARLSBAD AND TRI-CITY HEAL THCARE DISTRICT (A California Hospital District) EMERGENCY MEDICAL TECHNICIAN-PARAMEDIC FIELD CARE AUDITS THIS AGREEMENT is effective as of the 30-M day of t'f\a.rc.fl 2016, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and TRI-CITY HEAL THCARE DISTRICT (a California Hospital District), and hereinafter referred to as "Consultant". RECITALS WHEREAS, Government Code section 37103 and other applicable provisions of law, authorize the City to engage specially trained and experienced person of firms for special services and advice financial, economic, accounting, engineering, legal, or administrative matters; and WHEREAS, the City requires the services of a consultant to provide continuing education to emergency medical technicians and paramedics (EMT-P) for recertification purposes pursuant to Article 1, Chapter 4 of Division 2.5 of the California Health and Safety Code; and WHEREAS, the Consultant is specially trained and possesses speci;;:~r skills, education, experience, and competency to perform the services and provide the advice/needed; and WHEREAS, the City has chosen Consultant to perform the needed work. NOW THEREFORE, in consideration of those recitals, and the manual covenants contained herein, City and Consultant agree as follows; 1. The above recitals are true and correct. 2. SERVICES TO BE PROVIDED BY CONSULTANT (A) Consultant shall act in a professional capacity to assist the City. Consultant's work shall materially conform to all applicable statues, laws, regulations, and professional standards for such work. During the term of this Agreement, Consultant shall remain in good standing as an authorized provider of continuing education for EMT-P recertification. (B) Consultant shall be responsible for: · (1) Outlining instructional materials, goals, evaluations, tests, handouts, material, curriculum vitae, and sign-in sheets. (2) Maintaining course packets for a period of four (4) years from the date of course completion. (3) Preparing an organized review of field care using recorded or written patient care records focusing on the analysis and evaluation of specific interventions or skills provided during specific Advance Life Support (ALS) runs. (4) Providing continuing education in basic and advanced life support knowledge and skills to include airway management and cardiac resuscitation for on-duty personnel. (5) All teaching is to be done by Consultant staff or physicians or ancillary personnel associated with Tri-City Healthcare District. Any guest lecturer(s) requires City prior written approval before the start of the course. For the purposes of this section a "guest lecturer'' is a person who is not an employee of Consultant or physician or ancillary personnel directly associated with Tri-City Healthcare District. 1 3. ASSISTANCE BY CITY Subject to other provisions of this Agreement, the City shall be responsible for: (A) Scheduling each EMT-P for an organized review of field care. (B) Rescheduling EMT-P attendance when other training is in conflict or run volume precludes attendance. (C) Providing classroom space and necessary equipment for instructional purposes. 4. COMPENSATION (A) Type: City shall pay consultant a fee as set forth below prior to being included in Consultant's ALS continuing education program; (1) Consultant shall provide continuing education and field care audits for each of the three fire department shifts four times a year, for four (4) hours per shift, at a rate of Three Thousand, Six Hundred and No/1 00 dollars ($3,600.00) annually. Consultant's cost shall be broken down as follows: (a) Preparation time: six (6) hours per month x four (4) months at Fifty and No/1 00 Dollars ($50.00) per hour= One Thousand Two Hundred and No/1 00 ($1 ,200.00) annually. (b) Instructional time: twelve (12) hours per month x four (4) months at Fifty and No/1 00 dollars ($50.00) per hour = two thousand four hundred and No/1 00 dollars ($2,400.00) annually. (2) Expenses: The City shall not reimburse consultant for any expenses incurred by consultant in rendering services under this Agreement. (3) Schedule: Consultant shall bill the City of Carlsbad Fire Department at 2560 Orion Way, Carlsbad, CA 92010, for services rendered under this Agreement. Bill shall be made every four (4) months. Payment of any fee shall not constitute a waiver by the City of any breach of any part of this Agreement. (4) Ceiling: In no event shall City be liable for paying more than Three Thousand Six Hundred and No/1 00 Dollars ($3,600.00) annually for Consultant's services rendered per this Agreement, except as provided in this subparagraph. City and Consultant recognize that the City lacks authority to exceed the cost ceiling, plus allowable change orders, if any, without the expressed authorization of the City Manager. If maximum cost to the City for this Agreement, including allowable change orders, it any, is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Agreement, but work by Contractor shall cease as soon as is reasonable feasible once the cost ceiling plus allowable change orders, if any, is exceeded. 5. PREVAILING WAGES (A) California Labor Code section 1771 requires prevailing wages to be paid to all workers employed on public works. Public works for the purposes of prevailing wages is set forth in Labor Code section 1720. If those sections of the Labor Code require Consultant to pay prevailing wages, Consultant shall pay any subcontractors and/or employees in material compliance with such applicable sections. 6. DISPUTES In the event of a dispute between parties to this Agreement, both of the parties agree to resolve said dispute by arbitration in accordance with the rules of the American Arbitration Association. Venue for the arbitration shall be North San Diego County, California. 2 (A) If the parties hereto are unable, after good faith negotiations, which each hereby covenants to undertake, to resolve any and all disputes in respect to or arising under this Agreement, including, without limitation, in respect to the formation of this Agreement, or the construction of interpretation of this Agreement, any party may commence arbitration by sending a written demand for arbitration to the party or parties. Such demand shall set forth with particularity and with supporting detail or documentation the dispute or matter to be resolved by arbitration. (B) There shall be one arbitrator. If the parties shall fail to select a mutually acceptable arbitrator within ten (1 0) days after the demand for arbitration is mailed, each party shall then select its own arbitrator. The two (2) arbitrators so selected shall select a third expeditiously, and in no event later than thirty (30) days following the date of the original demand for arbitration. The fee payable to the arbitrator shall be based upon the then current fee schedule of the American Arbitration Association and shall be advanced one-half (1/2) by each party, upon written request of the arbitrator. (C) The parties shall not have the rights of discovery as provided for in the California Code of Civil Procedure. (D) Expect as set forth herein the arbitrator shall conduct the arbitration according to the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in San Diego, California, unless the parties otherwise agree. The arbitrator shall base the decision on the express language of this Agreement. Within ten (1 0) days after the arbitrator is appointed or as soon thereafter as shall be reasonably practicable, a hearing with respect to the dispute or matter to be resolved shall be conducted by the arbitrator. Each party may make written submissions to the arbitrator, and each party shall have a reasonable opportunity for rebuttal, but no longer than ten (1 0) days. As soon as reasonably practical, by no later than ten (1 0) days after the hearing is completed, the arbitrator shall arrive at a final decision, which shall be reduced to writing, signed by the arbitrator and mailed to each of the parties and their legal counsel. 7. TERM OF AGREEMENT (A) This Agreement shall take effect on the date first date written above. (B) This Agreement shall be in effect for a period of twenty-four (24) consecutive calendar months. The Parties may enter into extensions of this Agreement upon mutual written agreement, provided the annual increase in the ceiling described in paragraph 4(A)(4) does not exceed ten percent (1 0%) of the prior year's ceiling. (C) Either party may terminate this Agreement by tendering thirty (30) days' written notice to the other party. After expiration or termination and upon request of a party, the other party shall assemble all documents owned by the requesting party in the other party's possession and put them in order for proper filing and closing, and deliver said documents to the requesting party. 8. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling. Neither party is to be considered an employee of the other party, nor shall any employees of a party be considered employees of the other party, for any purpose. Consultant shall be under the direction and control of City staff only as to the results to be accomplished. 3 9. OWNERSHIP OF DOCUMENTS All plans, sketches, drawings, reports, instructional materials, tests and specifications as herein required are the property of the Consultant, whether the work for which they are made may be executed or not. In the event this Agreement is terminated and at the end of the term of this Agreement, all such plans, studies, sketches, drawings, reports and specifications shall be retained by the Consultant. City may obtain a copy of the training records for any EMT -P for its records. 10. ASSIGNMENT AND SUBCONTRACTING (A) Consultant shall not assign this contract, any part thereof, or any compensation due there under without the prior written consent of the City. (B) Consultant shall be responsible to the City for any material acts and omissions of Consultants sub-consultants, including persons either directly or indirectly employed by sub-consultants, in the event Consultant subcontracts any of the work to be performed under this contract. Consultant is liable for material acts and omissions of Consultant and employees of the Consultant. (C) Nothing in this Agreement shall create any contractual relationship between City and any sub-consultant of Consultant, but Consultant shall bind every sub-consultant and every sub-consultant of a sub-consultant by the terms of this contract applicable to Consultant's work, unless such change, omission, or addition is approved in advance in writing by the City Manager. All sub-consultants are subject to the prior written review and approval of the City Manager. (D) All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 11. PAROL ASSIGNMENTS No oral agreement or representation by an officer, agent or employee or either party made before, during, or after the execution of this Agreement shall become part of this Agreement except to the extent such oral agreement or representation is expressly reflected in this written Agreement or written amendment to this Agreement. In light of the City's right and duty to protect the public's interests and the City's legal obligation to have authority for its acts, executed oral amendments shall be subject to the provisions of Section 4 above, dealing with exceeding the cost ceiling for this Agreement. 12. HOLD HARMLESS (A) Consultant is responsible as the provider of continuing education and is not responsible or liable for the services provided by the City. The City agrees to defend, indemnify, and hold harmless Consultant from any liability or damages arising out of the services covered under this Agreement resulting from the act or omission of the City, its employees or authority agents. (B) The City is responsible for scheduling each EMT-P field review and attendance and for providing facilities and equipment for training. The City is not responsible for the services provided by Consultant. Consultant agrees to indemnify and hold harmless the City from any liability or damages arising out of the services covered under this Agreement resulting from the act or omission of the consultant, its employees or authorized agents. (C) This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California. 4 13. CONFLICT OF INTEREST REQUIREMENT Each party agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of the consultant to the City, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the California Government Code, otherwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, each party warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political reform Act and that to the best of that party's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform Act) that would disqualify that party from participation in any decisions arising out of the performance of this Agreement. 14. SEVERABILITY The provisions of this Agreement shall be deemed severable and if any portions shall be held invalid, illegal, or unenforceable for any person by a court or governmental agency, the remainder of this Agreement shall be effective and binding upon the parties. 15. CAPTIONS Any captions to or headings of the articles, sections, subsections, paragraphs, subparagraphs or subdivisions of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any of its provisions. 16. WAIVER OF PROVISIONS Any waiver of any terms and conditions of this Agreement must be in writing and signed by the parties. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions of this Agreement. 17. NOTICES Any notice, which either party may desire to give to the other party, must be in writing and may be given by personal delivery or by mailing the same registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party set forth below or such address as the parties may hereinafter designate by giving notice in the manner provided for herein. Any notice given by mail will be deemed given forty-eight (48) hours after such notice is deposited in the United States mail, addressed as provided, with postage fully prepaid. For City For Consultant Name Title Department Fire Department City of Carlsbad Address 2560 Orion Way Carlsbad, CA 92010 Phone No. (760) 931-2141 Tri-City Healthcare District (a California Name Hospital District) Title Base Hospital Nurse Coordinator Address Tri-City Medical Center 4002 Vista Way Oceanside, CA 92056 Phone# (760) 940-3548 5 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") between Tri-City Healthcare District, a California healthcare district ("Covered Entity") and City of Carlsbad ("Business Associate") is effective as of Mo.~~t:h 3o, 2016 (the "Effective Date"). I. Relationship of the Parties Covered Entity may disclose certain information, some of which may constitute Protected Health Information ("PHI"), to Business Associate per the terms set forth in this and other agreements. Both parties intend to protect the privacy and provide for the security of PHI in compliance with the Health Insurance Portability and Accountability Act (as amended from time to time, "HIPAA"), and the regulations promulgated thereunder by the U.S. Department of Health and Human Services including the Standards for Privacy of Individually Identifiable Health Information and the Security Standards for Electronic Protected Health Information at 45 Code of Federal Regulations ("CFR"), part 160 through part 164, the California Confidentiality of Medical Information Act ("CMIA"), contained in the California Civil Code Section 56 et seq., the Patient Access To Medical Records Act ("PAMRA") contained in the California Health and Safety Code, Section 123100 et seq., California Health and Safety Code Section 1280.15, which may be amended from time to time ("Privacy and Security Rules"). II. Definitions Terms used herein, but not otherwise defined, shall have the same meaning as those terms in the Privacy and Security Rules including but not limited to 45 CFR 160.103 and 164.501. a. Designated Record Set: a group of records maintained by or for Covered Entity that is the medical records and billing records about individuals maintained by or for a covered health care provider; the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or used, in whole or in part, by or for the Covered Entity to make decisions about individuals. b. Disclosure: with respect to PHI, the release, transfer, provision of access to, or divulging in any other manner of PHI outside Business Associate's internal operations or to other than its employees. c. Electronic Media: means (1) electronic storage media including memory devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card; or (2) transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the internet (wide-open), extranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the physical movement of removable /transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media, because the information being exchanged did not exist in electronic form before the transmission. d. Electronic PHI: PHI that is transmitted or maintained in Electronic Media. e. Individual: the person who is the subject of Protected Health Information and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). f. Protected Health Information "PHI": individually identifiable health information that is transmitted by electronic media, maintained in any medium described in the definition of electronic media, or transmitted or maintained in any other form or medium, including demographic information collected from an individual; is created or received by a health care provider, health plan, employer, or health care clearinghouse; and relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual; or with respect to which there is a reasonable basis to believe the information can be used to identify the individual; and is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, - 1 - MD Business Associate Agreement or is made accessible to Business Associate by Covered Entity. Protected Health Information includes Electronic Protected Health Infonnation. g. Security Incident: the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information in, or interference with system operations in an Information System which contains Electronic Protected Health Information. Security Incident does not include attempts to access an Information System when those attempts are not reasonably considered by Business Associate to constitute an actual threat to the Information System. h. Use or Uses: with respect to PHI, the sharing, employment, application, utilization, examination, or analysis of such information within Business Associate's internal operations. III. Obligations of Business Associate a. Permitted Use and Disclosure of PHI: Business Associate agrees not to use or further disclose PHI other than as provided for in written agreements with Covered Entity and as required by law. Except as otherwise limited, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity per written agreements provided that such Use or Disclosure would not violate the Privacy or Security Rules if done by Covered Entity. b. Safeguards: Business Associate agrees to use appropriate safeguards to prevent any use or disclosure of PHI other than as provided for herein. Specifically as to Electronic Protected Health Information, Business Associate warrants that it shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic Protected Health Information. c. Reporting Non-permitted Use or Disclosure and Security Incident: Within forty-eight (48) hours, Business Associate will report to Covered Entity any use or disclosure ofPHI not provided for in the Agreement or herein of which Business Associate becomes aware. Specifically as to Electronic Protected Health Information, Business Associate shall report to Covered Entity each Security Incident of which Business Associate becomes aware. d. Subcontractors: Business Associate agrees to ensure that any agents or subcontractors to whom Business Associate provides PHI received from, or created or received by Business Associate on behalf of Covered Entity agrees with the Business Associate, in writing, to the same restrictions and conditions that apply herein to Business Associate with respect to such information. e. Disclosure to U.S. Department of Health and Human Services: Business Associate agrees to make its internal practices, books, and records relating to the Use and Disclosure of PHI received from Hospital (or created, received, and/or transferred by Business Associate on behalf of Hospital) available to Covered Entity, or at the request of the Covered Entity to the Secretary of the Department of Health and Human Services ("Secretary"), in a time and manner designated by the Covered Entity or the Secretary, for purposes ofthe Secretary determining Covered Entity's compliance with the Privacy and Security Rules. f. Access to PHI: To the extent applicable, Business Associate shall, within the time and manner designated by Covered Entity, provide access to PHI in a Designated Record Set to Covered Entity, or as directed by a Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. g. Documentation of Disclosures: Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528. h. Provision of Documentation of Disclosure: Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information collected in accordance with paragraph (g) above, related to Business Associate's obligation to document -2- MD Business Associate Agreement disclosures, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures for PHI in accordance with 45 CFR 164.528. i. Amendment to PHI: To the extent applicable, Business Associate agrees to make amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. j. Mitigation: Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known or reasonably knowable to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements set forth herein. IV. Obligation of Covered Entity a. Obligation of Covered Entity: Covered Entity shall notify Business Associate of any current or future restrictions or limitations on the use of PHI that would affect Business Associate's performance of the services, and Business Associate shall thereafter restrict or limit its own Uses and Disclosures accordingly. V. Termination. a. Termination for Cause: In addition to and notwithstanding the termination provisions set forth in the Agreement, upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: i. notify Business Associate of the breach in writing, and provide an opportunity for Business Associate to cure the breach or end the violation within thirty (30) days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this Agreement upon written notice to Business Associate; ii. upon written notice to Business Associate, immediately terminate this Agreement if Covered Entity determines that such breach cannot be cured; or iii if Covered Entity detennines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. b. Disposition of PHI Upon Termination or Expiration: Upon termination or expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Protected Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Protected Health Information. However, if the Business Associate determines that neither return nor destruction of Protected Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Protected Health Information provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains Protected Health Information, and (b) further limits Uses and Disclosures of Protected Health Information to those purposes that make the return or destruction of Protected Health Information infeasible. V. Additional Provisions. a. Amendment to Comply with HIPAA and the Privacy Rule: Notwithstanding the general amendment provision contained within the Agreement, this Agreement will automatically amend from time to time in order to remain in compliance with future changes to all applicable laws as is necessary for Covered Entity to comply with the requirements of the Privacy and Security Rules. b. Interpretation: Any ambiguity in this Amendment shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy and Security Rules and applicable state laws. c. Survival: The respective rights and obligations of Business Associate entitled "Termination" under this specific article shall survive the termination of the Agreement. -3- MD Business Associate Agreement