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HomeMy WebLinkAboutContract 63353Clinical Affiliation Agreement Page 1 of 10 CITY OF FORT WORTH CLINICAL AFFILIATION AGREEMENT This Clinical Affiliation is made between the City of Fort home-rule municipal corporation organized under the laws of the state of Texas, and The EMS Training School LLC, dba School of EMS, a [higher education entity; limited liability company; corporation, etc.] School Fort Worth and School WHEREAS, Fort Worth, by and through the Fort Worth Fire Department, provides to the public within its jurisdiction and of those jurisdictions who have executed an EMS Interlocal Agreement with Fort Worth; WHEREAS, School has an EMS clinical experiences; WHEREAS, School desires for Fort Worth, as a licensed EMS Provider, to provide the clinical teaching and supervision of Students in the Program; WHEREAS, the purpose of this Agreement is to state the terms and conditions under which Fort Worth will cooperate with School to promote the success of the Program and provide clinical experiences for the Students; NOW THEREFORE, known by all these present, Fort Worth and School, acting herein by the through their duly authorized representatives, agree to the following terms: I. RESPONSIBILITIES OF SCHOOL School shall: 1.1 Plan the educational activities for the Student's clinical experience at Fort Worth after consultation with and approval by . 1.2 Provide qualified teachers from School to teach the pre-requisite core curriculum and support courses in the Program; 1.3 Provide administrative functions for each Student in the Program. 1.4 Provide a faculty member to be available for consultation at all times Students are at Fort Worth and to supervise Students participating in the Program. Clinical Affiliation Agreement Page 2 of 10 1.5 Instruct Students to abide by Fort Worth's patient care policies and guidelines. Information regarding Fort Worth's applicable policies and guidelines will be available at the time of student orientation at Fort Worth. 1.6 If applicable, provide Fort Worth with the appropriate forms to be used in evaluating the performance of Students in the Program. 1.7 Require Students to comply with the regulatory and accreditation standards provided by the Fort Worth at the time of student orientation at Fort Worth. 1.8 Ensure each student has current immunizations, including: Influenza, Hepatitis B, MMR, TDAP, Varicella (or titer), and provide Fort Worth proof if requested. 1.9 Confirm Students have been tested for tuberculosis within one (1) year of commencement of the Program and are tested at least annually while participating in the Program and provide evidence of such testing and the results to Fort Worth prior to commencement of the Program or upon request of Fort Worth thereafter. 1.10 Confirm Students have been instructed in Standard Precautions, as recommended and defined by the Centers for Disease Control and Prevention (CDC), and completed a Basic Life Support cardiopulmonary resuscitation course prior to the beginning of the Program and provide evidence of such confirmation to Fort Worth prior to commencement of the Program or upon request of Fort Worth thereafter. 1.11 Confirm Students have been instructed in HIPAA privacy law standards and have successfully completed any training required by Fort Worth prior to participating in clinical experiences at Fort Worth. 1.12 Provide to Fort Worth, at least two (2) weeks prior to commencement of the Program, a letter outlining the needs of Students, days and hours Students will be on patient units or service areas, names of Students and supervising faculty members, length and dates of clinical experience. 1.13 Consider promptly any complaints made by Fort Worth against a Student and participate in joint problem solving. Patient safety and welfare shall be the primary concern. Student issues will be documented by Fort Worth and provided to the designated Faculty member and/or other representative of School. The Medical Director, in their sole discretion, may require permanent withdrawal of any Student from Fort Worth at any time for cause. 1.14 Comply with Fort Worth's substance abuse policies, and, at Fort Worth's request, remove any Student or faculty member from the Program if there is reasonable suspicion that the Student or faculty member has violated Fort Worth's substance abuse policies. 1.15 Verify that a background evaluation, including a criminal background history in all fifty (50) states, has been performed on each Student, and verify that there are no negative findings for each Student prior to commencing any assignment at Fort Worth. For purposes of this Agreement, a criminal background history shall include any felony conviction within the last ten (10) years. Clinical Affiliation Agreement Page 3 of 10 For purposes of this Agreement, a background evaluation shall include the last ten (10) years and all counties (in Texas and outside of Texas) in which the Student has been a resident of or employed in. 1.16 Ensure that each Student and faculty member at all times while at Fort Worth wears a name tag, badge, or other identifying label that clearly states the Student or faculty member's identity and the name of the School. II. RESPONSIBILITIES OF FORT WORTH Fort Worth shall: 2.1 Provide reasonable cooperation to promote success of the Program. 2.2 Provide equipment and supplies which are necessary for clinical care by Fort Worth, unless otherwise specified in writing for a special requirement such as personal protective equipment. 2.3 Provide suitable clinical experience situations as prescribed by the curriculum provided by School. 2.4 Assist with clinical teaching and supervision of an agreed upon number of Students in the Program. 2.5 Upon request by School, formally evaluate performance of Students in the Program using the form provided by School; 2.6 Retain responsibility for patient care; 2.7 Reserve the right to determine the manner in which its equipment shall be operated; 2.8 To the extent allowed by law, assume no professional or financial liability for injury to Students or faculty except that which might occur as a member of the public, unless due to Fort 2.9 Provide access to acute emergency care at Student's expense in the event of an accident III. RESPONSIBILITIES OF FORT WORTH AND SCHOOL Fort Worth and School shall: 3.1 Agree upon the number of Students to be placed with Fort Worth for clinical rotations prior to the beginning of each School semester in which Students are assigned to and accepted by Fort Worth; Clinical Affiliation Agreement Page 4 of 10 3.2 Agree on a schedule and provide an orientation of faculty and Students to Fort Worth and assigned units. 3.3 Comply with all applicable federal, state, and local laws, rules, regulations, and ordinances. IV. TERM 4.1 and will expire on September 30 of the next fiscal year of Fort Worth, unless terminated earlier in accordance with the terms and conditions of this Agreement. This Agreement may be renewed by the written, mutual, agreement of the Parties for an unlimited number of one-year renewals, each V. TERMINATION 5.1 Convenience. Either Fort Worth or School may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 5.2 Breach. If either party commits a material breach of this Agreement, including but not limited to the School failing to pay to Fort Worth any amount due hereunder, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed by the parties. If the breaching party fails to cure the breach within the stated period, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 5.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, School shall provide Fort Worth with copies of all completed or partially completed documents prepared under this Agreement. In the event School has received access to Fort Worth information or data as a requirement to perform services hereunder, School shall return all Fort Worth provided data to Fort Worth in a machine-readable format or other format deemed acceptable to Fort Worth. VI. HIPAA 6.1 It is the intent of the parties to comply fully with the Health Insurance Portability and Accountability Act, Texas Health and Safety Code Chapter 181, and implementing regulations issued pursuant thereto (collectively "HIPAA" herein). The parties agree that protected health information (hereinafter referred to as "Protected Health Information" or "PHI") is subject to protection under HIPAA, and it is the intent of the parties to be in full compliance with, state and federal law, including applicable provisions of HIPAA, the Health Information Technology for Economic and Clinical Health Act ("HITECH") its related regulations, and all applicable state privacy and security laws related to access of PHI by the Parties. To the extent that the services Clinical Affiliation Agreement Page 5 of 10 performed under this Agreement are determined to be performing a transaction subject to HIPAA or the HITECH Act, the Business Associate Agreement shall control. 6.2 Each party shall implement and maintain such safeguards as are necessary to ensure that the PHI is not used or disclosed except as is provided in this Agreement and any referenced documents, including the Business Associate Agreement. VII. STATUS OF STUDENTS 7.1 School and Fort Worth understand and agree that while faculty and Students are participating in the Program, faculty and students are not employees of Fort Worth. Accordingly, faculty and Students are not entitled to any of the rights or benefits establish employees, such as salary, vacation, sick leave with pay, paid holidays, insurance, and/or worker's compensation coverage. Further, nothing herein shall be construed as creating a partnership or joint venture between School and Fort Worth, its officers, agents, employees and subcontractors, and doctrine of respondeat superior has no application as between the School and Fort Worth. VIII. INDEMNIFICATION 8.1 To the extent permitted by applicable law , School covenants and agrees to FULLY INDEMNIFY, DEFEND and HOLD HARMLESS, Fort Worth and the elected officials, employees, officers, directors, volunteers and representatives of Fort Worth, individually and collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon Fort Worth directly or indirectly arising out of, resulting from or related to School activities under this Agreement, including any acts or omissions of School, any Student, agent, officer, director, representative, employee, consultant or subcontractor of School, and their respective officers, agents employees, directors and representatives while in the exercise of the rights or performance of the duties under this Agreement. The indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of Fort Worth, its officers or employees, in instances where such negligence causes personal injury, death, or property damage. IN THE EVENT SCHOOL AND FORT WORTH ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO FORT WORTH UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 8.2 The provisions of this indemnity section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. School shall advise Fort Worth in writing within 24 hours of any claim or demand against Fort Worth or School known to School related to or arising out of School Agreement and shall see to the investigation and defense of such claim or demand at School's cost. Clinical Affiliation Agreement Page 6 of 10 Fort Worth shall have the right, at its option and at its own expense, to participate in such defense without relieving School of any of its obligations under this paragraph. IX. NOTICE 9.1 Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives; or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO FORT WORTH: City of Fort Worth Attn: Medical Director 100 Fort Worth Trail Fort Worth TX 76102 With Copy to the City Attorney at same address TO SCHOOL: School of EMS Clinical Services Manager 115 Jordan Plaza Blvd., Suite 200 Tyler, Texas 75704 X. INSURANCE School must provide Fort Worth with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a)Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by School, or its employees, agents, or representatives while vehicle owned, hired and non-owned. (b) other state Clinical Affiliation Agreement Page 7 of 10 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (c)Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement of the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to Fort Worth to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name Fort Worth as an additional insured thereon, as its interests may appear. The term Fort Worth includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) brogation (Right of Recovery) in favor of Fort Worth. (c) coverage must be provided to Fort Worth the event of non-payment of premium. Notice must be sent to Fort Worth in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Fort Worth to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that School has obtained all required insurance will be delivered to Fort Worth prior to Fort Worth proceeding with any MIH Services pursuant to this Agreement. Clinical Affiliation Agreement Page 8 of 10 XI. GENERAL PROVISIONS 11.1 Governmental Powers. It is understood and agreed that by execution of this Agreement, Fort Worth does not waive or surrender any of its governmental powers or immunities. 11.2 No Waiver. The failure of Fort Worth or School to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of Fort Worth's or School's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 11.3 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 11.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.5 Force Majeure. Fort Worth and School shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the the extent of, such prevention or hindrance, provided the affected Party provides notice of the reasonably possible, as determined in the Fort Worth of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 11.6 Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.7 Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 11.8 Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument and duly executed by an authorized Clinical Affiliation Agreement Page 9 of 10 representative of each party. 11.9 Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Fort Worth and School, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 11.10 Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 11.11 Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 11.12 Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [Signature Page Follows] Clinical Affiliation Agreement Page 10 of 10 ACCEPTED AND AGREED: FORT WORTH: By: ___________________________ Name: Title: Assistant City Manager Date: ____________________________ APPROVAL RECOMMENDED: By: __________________________ Name: Title: Date: ____________________________ ATTEST: By: _______________________ Name: Jannette Goodall Title: City Secretary Date: ____________________________ CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ________________________ Name: Title: Date: __________________________ APPROVED AS TO FORM AND LEGALITY: By: __________________________ Name: Taylor Paris Title: Assistant City Attorney Date: ____________________________ CONTRACT AUTHORIZATION: M&C: FACILITY: Schol of EMS By: Name: TC Howard Title: Chief Operating Officer Date: ____________________________