HomeMy WebLinkAboutC-9523-1 - Clinical Affiliation Agreementd'
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SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
U CLINICAL AFFILIATION AGREEMENT
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This Clinical Affiliation Agreement ("Agreement") is made and entered into by and between South Orange County
Community College District for on behalf of Saddleback College ("District"), at 28000 Marguerite Parkway, Mission Viejo
CA 92692, a California community college district and political subdivision of the State of California, on behalf of Saddleback
College, and City of Newport Beach ("Hospital/Clinic/Clinic"), at 100 Civic Center Drive, Newport Beach, CA 92660
California 92660. District and Hospital/Clinic are also referred to collectively as the "Parties" and individually as "Party."
WHEREAS, Hospital/Clinic and/or its owners are licensed by the State of California;
WHEREAS, District is an institution of higher learning authorized pursuant to California law to offer health care or
educational program(s) and to maintain classes and such program(s) at facilities for the purpose of providing clinical
or practicum training for students in such classes;
WHEREAS, Hospital/Clinic operates services within its premises, as well as offsite, which are suitable for District's
clinical or practicum training programs ("the Program(s)") in the areas of the School of Health and Wellness. District
desires to establish the Program(s) at Hospital/Clinic for the students of the District enrolled in the Program(s).
Hospital/Clinic desires to support the Program(s) to assist in training students of District; and
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions pursuant to which the Parties
authorize the Program(s) at the Hospital/Clinic.
NOW, THEREFORE, the Parties herby agree as follows:
1. RESPONSIBILITIES OF DISTRICT.
A. Academic Responsibility. District shall develop the Program(s) curriculum and shall be responsible for offering
an eligible Program, if necessary, for accreditation and approval by any state board or agency. The District will
have faculty provide: (a) job responsibilities of the faculty as related to the Program's written objectives/student
learning outcomes (SLOs) and (b) delineate orientation responsibilities for faculty and students.
B. Number of Students. District shall designate and notify Hospital/Clinic of the students who are enrolled and in
good standing in the Program(s) to be assigned for training at Hospital/Clinic's premises and/or designated off -
site premises in such numbers as are mutually agreed upon between Hospital/Clinic and District.
C. Orientation/Training. District and Hospital/Clinic shall provide orientation and training to all students with
clinical instruction and basic skills priorto the clinical experience described herein.
D. Discipline. District shall be responsible for counseling, monitoring, and disciplining students during their
participation in the clinical experience as described herein.
E. Documentation and Grading. District shall maintain attendance and academic records of students participating
in the Program(s). District shall implement and maintain an evaluation process of the students' progress
throughout the Program(s). The final evaluation and assigned grade are the ultimate responsibility of the
District's faculty and specifically, the instructor of record.
SOCCCD Clinical Affiliate Agreement Page 1 of 8
Agreement Number: SCVPIS-CAA-8670-2023
F. Background Check. District or Hospital/Clinic may conduct a background check on each student if required by
Hospital/Clinic. At a minimum, the background check may include the verification of identity (social security
trace) and recent criminal background check.
G. Health Clearance. District shall require that each Student comply with Hospital/Clinic's requirements for
immunizations, tests, which may include, but not be limited to (a) an annual health examination (b) Proof of
TB Clearance (c) Proof of immunization or immune titers to Rubeola, Rubella, Mumps, and Varicella (d) proof
of Tetanus, Diphtheria, and Acellular Pertussis (Tdap) immunization (e) Proof of Hepatitis B vaccine (f) Proof
of annual Influenza vaccination, or declination statement for (e)-(f).
H. Hospital/Clinic Policies and Procedures. District shall ensure that each student is aware of all applicable
Hospital/Clinic policies and procedures and any additional requirements and restrictions agreed upon by
representatives of Hospital/Clinic and District. District shall advise students that they are not permitted to
interfere with the activity or judgment of Hospital/Clinic staff in administering care in the context of training.
Supplies and Equipment. District shall provide and be responsible for the care and control of educational
supplies, materials, and equipment used for instruction during the Program(s).
Confidentiality. District shall instruct students regarding confidentiality of patient information, including
compliance with and legal obligations pursuant to the Health Insurance Portability and Accountability Act
(HIPAA) of 1996 and the implementation regulations thereunder. Students shall nothave access to or have the
right to review any medical record or quality assurance or peer review information except where necessary in
the regular course of care. District shall require that students maintain the confidentiality of any and all patient
and other information received in the course of the Program(s). Further, District shall require that students
do not discuss, transmit, or narrate in any form any patient information of a personal nature, medical or
otherwise, except as a necessary part of the patient's treatment plan orthe Program(s).
K. Accreditation. District shall at all times during the course of this Agreement be licensed or qualified to offer the
Program(s) to its students.
2. RESPONSIBILITIES OF HOSPITAL/CLINIC.
A. Access. Hospital/Clinic shall permit nonexclusive access to the Program(s) to those students designated by
District as eligible for participation in Hospital/Clinic Program(s), provided such access does not unreasonably
interfere with Hospital/Clinic's regular activities. Hospital/Clinic agrees to provide qualified students with access
to clinical areas and patient/client care opportunities as appropriate to the level of understanding and education
of such students and as appropriate to the provision of quality care and privacy.
B. Implementation of Program(s). Hospital/Clinic agrees to cooperate with and assist in the planning and
implementation of the Program(s) at Hospital/Clinic's premises and/or designated off -site premises for the
benefit of students from District.
C. Learninq Environment. Hospital/Clinic shall give assurance of the availability and appropriateness of the learning
environment in relation to the Program's written objectives. Hospital/Clinic shall provide adequate staffing in number
and quality to provide safe and continuous (health care) services to clientele where students are obtaining
experience; students shall not be included in regular staffing assignments. Services rendered by the student under
supervision during the experience is to be considered part of the planned learning experience. Hospital/Clinic shall
designate a person to serve as coordinator and liaison between Hospital/Clinic and the instructional staff of the
District. The instructional staff shall provide Hospital/Clinic a description of the responsibilities of faculty.
D. Orientation. Hospital/Clinic shall provide faculty and students an orientation and access to their materials and
resources. Hospital/Clinic will specify the responsibilities and authority of the facility's staff as related to the program
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Agreement Number: SCVPIS-CAA-8670-2023
and to the educational experience of the students. Hospital/Clinic agrees to make available to qualified students
of the District access to its policies and procedures, rules and regulations, and other relevant information in
order that students obtain the benefit of such documentation and in orderthat students comply with such policies
and rules.
E. Instruction and Supervision. Hospital/Clinic shall instruct students in their clinical training at Hospital/Clinic's
premises or designated off -site premises with the supervision of a fully licensed professional, if applicable,
relevant to the students' specific course of clinical training. Students will be supervised in order to maintain
compliance with applicable state professional licensing agency standards, when applicable.
F. Compliance. Hospital/Clinic shall maintain premises so that it conforms to the requirements of the State of
California.
G. COVID-19 Related Responsibilities. Hospital/Clinic shall respond to all potential COVID-19 exposure events
immediately. If a possible COVID-19 infection or potential exposure event occurs involving Hospital/Clinic and any
of its employees pursuant to the terms of this Agreement, Hospital/Clinic shall immediately notify the District. While
the confidentiality of all medical conditions must be maintained in accordance with applicable law, the District
reserves the right to inform any District staff, employees, students, and/or visitors that an unnamed individual has
been diagnosed with COVID-19 if any of the District's staff, employees, students, or visitors might have been
exposed to the disease so such individual(s) may take measures to protect their own health.
H. Patient Care. Pursuant to the California Code of Regulations ("CCR"), Title 22, Section 70713, District
understands and agrees that Hospital/Clinic, with its Medical Staff, retains professional and administrative
responsibility for Services rendered to Hospital/Clinic patients. Further, District and students shall conduct their
respective activities hereunder consistent with relevant law and regulation, the Medical Staff Bylaws, the
Medical Staff Rules and Regulations, Hospital/Clinic policy and procedures, Emergency Medical Treatment
and Active Labor Act ("EMTALA"), Title 22, the standards and requirements under the Joint Commission,
professional standards, Hospital/Clinic philosophy and values.
Removal of Students. Hospital/Clinic shall have the absolute right to determine who will administer care to its
patients/clients. In the event that any student, in the sole discretion of Hospital/Clinic, fails to perform
satisfactorily, fails to follow Hospital/Clinic policies, procedures and regulations, or fails to meet Hospital/Clinic
standards for health, safety, security, cooperation or ethical behavior, Hospital/Clinic shall have the right to
request that District withdraw the student from Hospital/Clinic. District shall review Hospital/Clinic's request
within ten (10) days of receipt of notice from Hospital/Clinic. Notwithstanding the foregoing, if any student
represents a threat to patient/client safety or personnel, Hospital/Clinic may immediately exclude student from
Hospital/Clinic until final resolution of the matter is achieved with the District. Representatives of the District
and Hospital/Clinic will confer to review Hospital/Clinic's need to remove the student. Before any removal
occurs Hospital/Clinic shall notify District's representative of its concerns, so District may take appropriate
action.
J. Emergency Health Care/First Aid. Hospital/Clinic shall be available to provide necessary emergency health
care or first aid, within its capacity, to students participating in the Program(s). Any emergency health care or
first aid warranted and provided by Hospital/Clinic arising from a student's participation in their clinical
experience as described in this Agreement, shall be billed to the District at Hospital/Clinic's normal billing rate
for private -pay patients. Any other health care services provided to student shall be billed directly to the
student at Hospital/Clinic's normal billing rate for private -pay patients. Except as herein provided,
Hospital/Clinic shall have no obligation to furnish medical or surgical care to any student.
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Agreement Number: SCVPIS-CAA-8670-2023
K. Statement of Adequate Staffing. Hospital/Clinic acknowledges that it has adequate staffing and that students
participating in the Program(s) shall not be substituted for regular staff necessary for reasonable staffing
coverage.
L. Authority. Hospital/Clinic shall maintain at all times full authority over and responsibility for care of its patients
and may intervene and/or redirect students when appropriate or necessary.
M. Confidentiality. The Hospital/Clinic acknowledges that District is subject to legal obligations with respect to the
privacy of student information. The Hospital/Clinic agrees to cooperate and provide all necessary assistance within
the legal limits in order to comply with the District's legal obligations. The Hospital/Clinic acknowledges that the
District data may include personally identifiable information (PII) along with student education records ("Education
Records"), as such term is defined under the Family Educational Rights and Privacy Act of 1974 and regulations
promulgated under the Act ("FERPA"). The Hospital/Clinic shall at all times maintain the confidentiality of students'
PII and education records who participate in the Program in accordance with all applicable laws pertaining to PII
and the provisions of FERPA.
3. MUTUAL RESPONSIBILITY.
A. The District, including its faculty, staff, and students and Hospital/Clinic share responsibility for creating an
appropriate learning environment that includes both formal and informal learning activities, which adhere to
the values and ethical standards of the Program(s), as well as those of the Hospital/Clinic. The Parties will
cooperate to evaluate the learning environment (which may include on -site visits) to identify positive and
negative influences on the maintenance of professional standards, and to conduct and develop appropriate
strategies to enhance the positive and mitigate the negative influences. Hospital/Clinic shall require its faculty
and staff who interact with students to adhere to the expectations set forth in and communicate student
violations to the District.
B. Accommodations. All health facilities are required to provide reasonable accommodations to students with
disabilities consistent with the requirements of Section 504 of the Americans with Disabilities Act. A denial of an
accommodation at a clinical placement may occur only where a modification of procedures and/or a provision of
auxiliary aids would fundamentally alter the nature of an assignment and/or the Program.
The District is committed to working with Hospital/Clinic when accommodation is necessary. To prepare for and
support this process, when needed, the District will work with the Hospital/Clinic to coordinate facility
accommodations for student with disabilities.
The Hospital/Clinic shall permit its paraprofessional employees to participate in the educational program as
resource persons and experts, providing such participation does not interfere with assigned duties.
4. RELATIONSHIP OF THE PARTIES.
A. Term. The term of this Agreement shall commence as of the Effective Date and shall continue through January
14, 2029 or terminated sooner as provided herein.
B. Termination. Either party may terminate this Agreement at any time and for any reason upon at least thirty (30)
days prior written notice to the other Party. To the extent reasonably possible, Hospital/Clinic will attempt to limit
its termination of this Agreement without cause so as to allow the completion of student training for the then
current academic year by any student who, at the date of mailing of said notice by Hospital/Clinic, was
satisfactorily participating in the Program(s).
C. Independent Contractor. Each Party, in the performance of this Agreement, shall be and act as an independent
contractor. Each Party understands and agrees that its employees shall not be considered officers, employees or
SOCCCD Clinical Affiliate Agreement Page 4 of 8
Agreement Number: SCVPIS-CAA-8670-2023
agents of the other, and are not entitled to benefits of any kind or nature normally provided employees of the other,
including, but not limited to, State Unemployment Compensation, Workers' Compensation insurance. Each Party
assumes the full responsibility for its acts or liabilities including those of its employees or agents as they relate to
the services performed under this Agreement. Each Party shall assume full responsibility for payment of all federal,
state, and local taxes or contributions, including unemployment insurance, social security, and income taxes, with
respect to its employees. Each Party will not withhold taxes for the other or the other's employees or independent
subcontractors. Each Party agrees to indemnify, defend and hold the other harmless from and against any and all
liability arising from any failure of the other to pay or withhold any applicable tax when due.
D. Role of Students. It is not the intention of District or Hospital/Clinic that any student occupy the position of third -
party beneficiary of any obligations assumed by Hospital/Clinic or District pursuant to this Agreement.
E. Publicity. Neither District nor Hospital/Clinic shall cause to be published or disseminate any advertising
materials, either printed or electronically transmitted, which identifies the other Party or its facilities with respect
to the Program(s) without the prior written consent of the other Party.
F. Records. It is understood and agreed that all records, other than student evaluation records and information,
shall remain the property of Hospital/Clinic.
5. HOLD HARMLESS AND INDEMNIFICATION. Each Party to this Agreement and their successor or assignees
agree to defend, indemnify, and hold harmless the other and its Board of Trustees, officers, agents, employees,
and volunteers (hereafter referred to as "Indemnified Parties") from and against any and all liabilities, costs,
penalties, fines, forfeitures, demands, claims, causes of action, suits, and costs and expenses related thereto
(including reasonable attorney's fees and expert witness fees), which any or all of Indemnified Parties may
thereafter suffer, incur, be responsible for or pay out as a result of bodily injuries/illnesses (including COVID-19),
including death to any person or damage to any property (public or private), or for violations of federal, state, or
local statutes or regulations, to be caused by or arising directly or indirectly out of the non-performance or
performance of obligations as described herein, gross negligence and/or willful misconduct of the other Party.
A. The Parties understand and agree that this shall be the sole indemnity, as defined by California Civil Code § 2772,
governing this Agreement. Any other indemnity that may be attached to this Agreement as an exhibit shall be void
and unenforceable between the Parties.
B. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release
either Party from their obligations to indemnify as to any claims or causes of action asserted so long as the event(s)
upon date of termination or completion.
6. INSURANCE. Each Party agrees to insure or self -insure, at its sole expense with the following insurance
coverages with the limits of not less than those specified below:
A. Workers' Compensation: In accordance with the laws of the State of California, each Party shall maintain Workers'
Compensation insurance with statutory limits and Employers' Liability with limits of not less than One Million Dollars
($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, and One Million Dollars ($1,000,000)
policy limit.
B. Commercial General Liability: One Million Dollars ($1,000,000) per occurrence, including bodily injury, broad form
property damage and blanket contractual liability and Three Million Dollars ($3,000,000) general aggregate.
C. Professional Liability/Errors & Omissions: One Million Dollars ($1,000,000) per claim and Three Million Dollars
($3,000,000) general aggregate.
D. Additional Insured Endorsement: Issued from each Party's Commercial General Liability insurance policy.
SOCCCD Clinical Affiliate Agreement Page 5 of 8
Agreement Number: SCVPIS-CAA-8670-2023
Students shall provide Hospital/Clinic proof of Professional Liability/Errors & Omissions insurance coverage with a limit
of One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) general aggregate.
Prior to commencing work, each Party shall furnish the other with the proper certificates of insurance that provide that the
coverage will not be canceled or materially changed except upon thirty (30) days written notice to the other, as well as an
additional insured endorsement. Certificate(s) and endorsement shall be mailed to the address for notices per this
Agreement.
7. GENERAL PROVISIONS.
A. Assignment. The obligations of one Party to the other pursuant to this Agreement shall not be assigned or
subcontracted to another entity or individual without the express written approval of the other.
B. No Third -Party Rights. Nothing in this Agreement is intended to make any person or entity who has not signed this
Agreement a third -party beneficiary of any right created by this Agreement or by operation of law.
C. Governing Law. The terms and conditions of this Agreement shall be governed by the laws of the State of California
with venue in the County of Orange, California.
D. Non -Discrimination. During the performance of the Agreement, Hospital/Clinic shall not deny the Agreements
benefits to any person on the basis of race, creed, color, religion, national origin, ancestry, sex, age, nursing
condition, marital status, sexual orientation, veteran status, or any other category protected by law. There shall be
no discrimination on the basis of physical or mental handicap of disability provided, however, that with respect to
disability, the disability must not be such as would, even with reasonable accommodation, in and of itself preclude
the student's effective participation in the Program.
Hospital/Clinic shall provide that the selection, evaluation, and treatment of employees, and students are free of
such discrimination. Further, Hospital/Clinic and District shall comply with all applicable local, state, and federal
laws and regulations and District policy respecting nondiscrimination.
E. Force Majeure. Neither Party shall be in default for any failure or delay in performance hereunder when such failure
or delay is the result of a force majeure, which is hereby defined as any unforeseeable event which is beyond that
Party's reasonable control and without its fault or negligence. Such events may include, but are not restricted to:
(a) acts of God or of the public enemy, (b) acts of government in either its sovereign or contractual capacity, (c)
strikes, lockouts or other industrial disputes, (d) riots, mutinies, civil commotion, war or war -like operations, or
sabotage.
F. Notices. Any notice or demand may be served upon one Party by the other (a) by delivering it, in writing, to the
other's representative at the address as set forth below, or (b) by depositing it in a United States Postal Service
deposit box with the postage fully prepaid and with the notice addressed to the other's representative at the address
as set forth below:
To District: South Orange County Community College District
Priya Jerome, Exec. Dir.-Procurement, Central Srvs. & RM,
Central Services, and Risk Management
28000 Marguerite Parkway
Mission Viejo, CA 92692
(949) 582-4850, Purchasing-Dept@socccd.edu
To Hospital/Clinic: City of Newport Beach
Raymund Reyes
SOCCCD Clinical Affiliate Agreement Page 6 of 8
Agreement Number: SCVPIS-CAA-8670-2023
100 Civic Center Drive
Newport Beach, CA 92660
+1 949-644-3352, rreyes@nbfd.net
A Party may change their designated representative and/or address for the purpose of receiving notices and
communications under this Agreement by notifying the other Party of the change in writing and in the manner
described in this Section.
G. Section Headings. The section headings contained herein are for convenience in reference and are not intended to
define the scope of any provision of this Agreement.
H. Execution in Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original
document.
I. Non -Waiver. The failure of either Party to seek redress for violation of, or to insist upon, the strict performance of
any term or condition of this Agreement shall not be deemed a waiver by that Party of such term or condition, or prevent a
subsequent similar act from again constituting a violation of such term or condition.
J. Severability. If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall
not be affected, impaired, or invalidated in any way.
K. Entire Agreement: Modification of Agreement. This Agreement, and any attachments or exhibits incorporated by
reference, constitute the entire and integrated agreement between the Parties and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be modified only in writing signed by
both Parties.
L. Monetary Compensation. Nether Party shall owe monetary compensation to the other Party as consideration for
the performance of this Agreement.
M. No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party
shall not be entitled to attorneys' fees.
IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Parties, the day and year
signed below.
CITY OF NEWPORT BEACH
Signature:
Pri Name: Jeff Boyle
Title: Fire Chief
Date
South Orange County Community College District
Signature:
Print Name: 1/el-/A ", -
Title: Gx� C,�.�.j,'„� AX �� U
Date: -P712--
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SOCCCD Clinical Affiliate Agreement
Agreement Number: SCVPIS-CAA-8670-2023
Page 7 of 8
CITY OF NEWPORT BEACH
Signature: G
Print Name: Leilani I. Brown
L'gI-I FOR%
Title: City Clerk
Date: a, a), 1f9i
CITY OF NEWPOF, T BE
Signature:
I/1Y/I Ci N(,
Print Name: Aaron C. Harp
Title: City Attorney
Date: iM/ZZ
SOCCCD Clinical Affiliate Agreement Page 8 of 8
Agreement Number: SCVPIS-CAA-8670-2023