HomeMy WebLinkAboutC-7802-1 - Agreement for Paramedic Internships at Newport Beach Fire�.1
AGREEMENT
V
WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, ON BEHALF OF THE
UNIVERSITY OF CALIFORNIA, UCLA CENTER FOR PREHOSPITAL CARE
PARAMEDIC EDUCATION PROGRAM FOR
PARAMEDIC INTERNSHIPS AT NEWPORT BEACH FIRE
THIS AGREEMENT ("Agreement") is made and entered into as of this 1st day of
October, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, ON BEHALF OF THE UNIVERSITY OF CALIFORNIA,
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM, a
California corporation ("University"), whose address is 10990 Wilshire Blvd., Suite 1450,
Los Angeles, CA 90024, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City;
B. University conducts a training and instruction program for students (hereinafter
collectively referred to as ("Trainees") leading to certification and licensure as EMT
— Paramedics ("Program" or "Project") and desires access to opportunities in
which Trainees can obtain broader clinical learning experiences;
C. 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, which may be fulfilled by Trainees
participation in the Program;
D. City Fire Department maintains facilities which can be used to furnish clinical
experience to Trainees and is an approved emergency medical services provider,
and City desires to have their facilities so used for the Program;
E. It is in the mutual interest and benefit of the parties that Trainees obtain their
clinical experience at City's facilities;
F. University possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement; and
G. City desires to retain University to render services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 1
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 30, 2024, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
University shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and University shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by University to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, University shall not be responsible for delays
due to causes beyond University's reasonable control. However, in the case of any such
delay in the Services to be provided for the Project, each party hereby agrees to provide
notice within two (2) calendar days of the occurrence causing the delay to the other party
so that all delays can be addressed.
3.3 University shall submit all requests for extensions of time for performance in
writing to the Project Administrator as defined herein not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project Administrator
shall review all such requests and may grant reasonable time extensions for
unforeseeable delays that are beyond University's control.
3.4 For all time periods not specifically set forth herein, University shall respond in
the most expedient and appropriate manner under the circumstances, by hand -delivery
or mail.
4. COMPENSATION
Neither party shall be entitled to receive any compensation from the other party
arising out of this Agreement.
5. PROJECT MANAGER
5.1 University shall designate a Project Manager, who shall coordinate all phases
of the Project. This Project Manager shall be available to City at all reasonable times
during the Agreement term. University has designated Todd LeGassick, Executive
Director to be its Project Manager. University shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement personnel
to the Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 2
5.2 University, at the sole discretion of City, shall remove from the Project any of
its personnel assigned to the performance of Services upon written request of City.
University warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Fire Department. City's EMS Division
Chief or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. STANDARD OF CARE
7.1 All of the Services shall be performed by University or under University's
supervision. University represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, University certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
7.2 University represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of University to practice its profession. University shall maintain a City of
Newport Beach business license during the term of this Agreement.
7.3 University shall not be responsible for delay, nor shall University be responsible
for damages or be in default or deemed to be in default by reason of strikes, lockouts,
accidents, acts of God, or the failure of City to furnish timely information or to approve or
disapprove University's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
8. HOLD HARMLESS
8.1 University shall indemnify, defend and hold harmless City, its City Council,
boards and commissions, officers, agents, volunteers and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation,
claims for bodily injury, death or damage to property), demands, obligations, damages,
actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs)
of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which
may arise from any breach of the terms and conditions of this Agreement or any Work
performed or Services provided under this Agreement; but only in proportion to and to
the extent such Claims result from or are caused by the acts or omissions of the
University, its officers, agents, employees, invitees or guests.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 3
8.2 Notwithstanding the foregoing, nothing herein shall be construed to require
University to indemnify the Indemnified Parties from any Claim arising from the
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity
agreement shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity agreement shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
University.
9. INDEPENDENT CONTRACTOR
9.1 It is understood, acknowledged, and agreed that neither party is an agent or
employee of the other party. The manner and means of conducting the Work are under
the control of each respective party, except to the extent they are limited by statute, rule
or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall
be deemed to constitute approval for one party's employees or agents to be the agents
or employees of the other party. Each party shall have the responsibility for and control
over the means of performing its Work, provided that it is in compliance with the terms of
this Agreement. Anything in this Agreement that may appear to give one party the right
to direct the other party as to the details of performance, or to exercise a measure of
control over the other party's Work, shall mean only that the other party shall follow the
desires of the first party with respect to the results of the Services. No civil service status
or other right of employment shall accrue to University, its Trainees, employees, officers,
volunteers, or agents.
9.2 The Parties agree that the Trainees and staff of the University participating in
the Program are not employees or agents of the City, nor shall they become employees
or agents of the City by virtue of their participation in the Program, but shall be subject to
and shall abide by all City rules, regulations, and policies, including, but not limited to:
those governing professional conduct, confidentiality, discrimination, affirmative action,
substance abuse, and Blood Borne Pathogen Control Plan. In the event a Trainee fails or
refuses to do so, the City reserves the right to deny the use of its facilities and services
to such Trainee.
9.3 For purposes of this Agreement, University agrees that Trainees shall be
considered agents of University.
9.4 Each Trainee, prior to the Program, shall and will continue to undergo a
criminal background check consisting of: (1) Social Security Number past history address
trace; (2) National criminal database search; (3) All county Superior Court Records
search pulled from all counties of residence for past seven (7) years, including, but not
limited to misdemeanor and felonies offenses; (4) Sex offender registry search, (5)
Healthcare Sanctions database search; (6) and any other database searches as required
by the City. Prior to any Trainee commencing the Program, University shall certify with
the City that the Trainee has a clean criminal background check, which was conducted
within the past year. Trainees without a clean background check are prohibited from
participating in the Program.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 4
10. COOPERATION
University agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work to
be performed. City agrees to cooperate with the University on the Project.
11. CITY POLICY
University shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
12. PROGRESS
University is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
13. INSURANCE
Without limiting University's indemnification of City, and prior to commencement of
Work, University shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance
or a program of self-insurance of the type, amounts, terms and conditions described in
the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by
reference.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of University, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if University is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
University. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
15. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. University shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 5
16. OWNERSHIP OF DOCUMENTS
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
17. INTELLECTUAL PROPERTY INDEMNITY
University shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in University's Documents provided under this Agreement; but only in
proportion to and to the extent such liability results from or is caused by the acts or
omissions of the University, its officers, agents, employees, invitees or guests.
18. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of University which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by University, the
additional design, construction and/or restoration expense shall be borne by University.
Nothing in this Section is intended to limit City's rights under the law or any other sections
of this Agreement.
19. CITY'S RIGHT TO EMPLOY OTHER UNIVERSITIES
City reserves the right to contract with other Universities in connection with the
Project.
20. CONFLICTS OF INTEREST
20.1 University or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act") and/or Government Code 1090 et seq., which (1)
require such persons to disclose any financial interest that may foreseeably be materially
affected by the Work performed under this Agreement, and (2) prohibit such persons from
making, or participating in making, decisions that will foreseeably financially affect such
interest.
20.2 If subject to the Act and/or Government Code 1090 et seq., University shall
conform to all requirements therein. Failure to do so constitutes a material breach and is
grounds for immediate termination of this Agreement by City. University shall indemnify
and hold harmless City for any and all claims for damages resulting from University's
violation of this Section.
21. NOTICES
21.1 All notices, demands, requests or approvals, including any change in mailing
address, to be given under the terms of this Agreement shall be given in writing, and
conclusively shall be deemed served when delivered personally, or on the third business
day after the deposit thereof in the United States mail, postage prepaid, firstclass mail,
addressed as hereinafter provided.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 6
21.2 All notices, demands, requests or approvals from University to City shall be
addressed to City at:
Attn: EMS Division Chief
Fire Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
21.3 All notices, demands, requests or approvals from City to University shall be
addressed to University at:
Attn: Todd LeGassick, Executive Director
The Regents of the University of California, on behalf of the
University of California, UCLA Center for Prehospital Care
Paramedic Education Program
10990 Wilshire Blvd., Suite 1450
Los Angeles, CA 90024
22. TERMINATION
22.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
22.2 Notwithstanding the above provisions, either party shall have the right, at its
sole and absolute discretion and without cause, of terminating this Agreement at any time
by giving no less than seven (7) calendar days' prior written notice to the other party. In
the event of termination under this Section, parties shall pay the other party for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
the other party has not been previously paid. On the effective date of termination,
University shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
23. PATIENT RECORDS
Any and all of City's medical records and charts created at City's facilities as a
result of performance under this Agreement shall be and shall remain the property of City.
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 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
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 7
standards of patient confidentiality in accordance with applicable federal, state and local
laws.
24. 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 an authorized representative of the other party.
25. STANDARD PROVISIONS
25.1 Recitals. City and University acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
25.2 Compliance with all Laws. University shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by University shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
25.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
25.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
25.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
25.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
25.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both University and City and approved as to form by the City
Attorney.
25.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
25.9 Controllinq Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 8
25.10 Equal Opportunity Employment. University represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
25.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
25.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTO NEY'S OFFICE
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: div
By: (IAC �,: By:
fb,(:Aaron C. Harp Gra . Leung
City Attorney p°►° Ci anager
ATTEST:
Date: /. to In
•j.'/
c
Leilani I. Brown
City Clerk
UNIVERSITY: THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, ON
BEHALF OF THE UNIVERSITY OF
CALIFORNIA, UCLA CENTER FOR
PREHOSPITAL CARE PARAMEDIC
EDUCATION PROGRAM, a California
corporation
Date: 12 S 11.j
By:
Dr. Kelsey 4. Martin
Dean, David Geffen School of
Medicine at UCLA
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Insurance Information
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page 10
EXHIBIT A
SCOPE OF SERVICES
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 City. Such person shall be the Program Director and shall also act as
liaison with City.
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. City 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 City.
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 City'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.
RESPONSIBILITIES OF CITY. City 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. City shall assign each Trainee a preceptor with appropriate training and
experience to supervise the Trainee during each clinical assignment. The preceptor shall
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page A-1
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 City. Such person shall be the
Program Coordinator and shall act as liaison with Program. The name of City'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. City shall determine
the number of Trainees permitted to rotate through the field internship. City must ensure
that Trainees are provided appropriate supervision. Trainees are not to be used to replace
staff of City and City is ultimately responsible for patient care.
E. Protect the health and safety of Trainees on rotation with City by providing
each Trainee with the following:
1. A brief orientation of the clinical area where Trainee will be working,
and information about City's security measures, fire safety and disaster protocols,
and any additional recommended personnel safety and security precautions;
2. Instruction in City's policies and procedures for infection control,
including the handling and disposal of needles and other sharp objects, and in
City's protocols for onthe-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) 3422437; and
4. Access to any of City's applicable reference materials.
F. Maintain its approval as an emergency medical service provider and comply
with all applicable laws, regulations, and OHS requirements. City shall notify Program
within five days of receipt of notice that City is not in compliance with any such laws,
regulations, or OHS requirements.
G. Permit inspection of its clinical and related facilities by the Program Director
or other UCLA faculty and staff to evaluate Trainee performance.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page A-2
EXHIBIT B
INSURANCE REQUIREMENTS -SERVICES
1. Provision of Coverage. Without limiting University's indemnification of City, and
prior to commencement of Work, University shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance, or a
program of self-insurance, of the type and amounts described below and in a form
satisfactory to City. University agrees to provide coverage in accordance with
requirements set forth here. If University uses existing coverage to comply and that
coverage does not meet these requirements, University agrees to amend,
supplement or endorse the existing coverage.
2. The Self -Insurance Proqram. The University is a California Constitutional
Corporation that insures its activities through a formal program of self-insurance
and excess insurance.
3. Coverage Requirements.
A. Workers' Compensation Coverage. University shall maintain Workers'
Compensation coverage, statutory limits, and Employer's Liability Coverage
with limits of at least one million dollars ($1,000,000) each accident for
bodily injury by accident and each employee for bodily injury by disease in
accordance with the laws of the State of California, Section 3700 of the
Labor Code.
University shall submit to City, along with the Certificate of Self -Insurance,
a Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Coverage. University shall maintain commercial general
liability coverage, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, three million dollars ($3,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract). Sexual
abuse/molestation coverage shall be included under Commercial General
Liability or obtained in a separate policy with a limit no less than $1,000,000
per occurrence and $3,000,000 in the aggregate.
C. Automobile Liability Coverage. University shall maintain automobile
coverage at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of University
arising out of or in connection with activities to be performed under this
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page B-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability Errors & Omissions Coverage University shall
maintain professional liability coverage that covers the Work to be
performed in connection with this Agreement, in the minimum amount of
two million dollars ($2,000,000) per occurrence and four million dollars
($4,000,000) in the aggregate. Any policy inception date, continuity date, or
retroactive date must be before the Effective Date of this Agreement and
University agrees to maintain continuous coverage through a period no less
than three years after completion of the Work required by this Agreement
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
employees and any person or entity owning or otherwise in legal control of
the property upon which University performs the Project and/or Services
contemplated by this Agreement or shall specifically allow University or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. University hereby waives its
own right of recovery against City, and shall require similar written express
waivers from its participating Trainees.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, workers' compensation or employment
practices liability, shall provide or be endorsed to provide that City, its City
Council, boards and commissions, officers, agents, volunteers, employees
and any person or entity owning or otherwise in legal control of the property
upon which University performs the Project and/or Services contemplated
by this Agreement shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation (except for nonpayment for which ten (10)
calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page B-2
A. Evidence of Insurance. University shall provide certificates of self-insurance
to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving University sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to University, City and University may renegotiate
University's compensation.
C. Enforcement of Agreement Provisions. University acknowledges and
agrees that any actual or alleged failure on the part of City to inform
University of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the University maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the University. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible.
Selfinsurance will not be considered to comply with these requirements
unless approved by City.
F. City Remedies for Non -Compliance. If University or any subconsultant fails
to provide and maintain coverage as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend University's right to proceed until proper evidence
of insurance is provided. Any amounts paid by City shall, at City's sole
option, be deducted from amounts payable to University or reimbursed by
University upon demand. University represents University carries all
necessary insurance or self-insurance policies required. City will advise
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page B-3
University of any concerns with non-compliance prior to purchasing
additional insurance.
G. Timely Notice of Claims. University shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from University's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. University's Insurance. University shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance or self-insurance, which
in its own judgment may be necessary for its proper protection and
prosecution of the Work.
UCLA CENTER FOR PREHOSPITAL CARE PARAMEDIC EDUCATION PROGRAM Page B-4