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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