REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
January 23, 2024
FROM
WILLIAM L. GILBERT, Director, Arrowhead Regional Medical Center
SUBJECT
Title
Non-Financial Affiliation Agreement with Cedars-Sinai Medical Center for Specialized Clinical Training
End
RECOMMENDATION(S)
Recommendation
Approve non-financial Affiliation Agreement, including non-standard terms, with Cedars-Sinai Medical Center to allow Arrowhead Regional Medical Center Pulmonary Critical Care Fellow Physicians to obtain specialized clinical training in lung transplants for the period of January 23, 2024 through January 22, 2029.
(Presenter: William L. Gilbert, Director, 580-6150)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost) as this Affiliation Agreement (Agreement) with Cedars-Sinai Medical Center (Cedars-Sinai) is non-financial in nature.
BACKGROUND INFORMATION
This non-financial Agreement will allow Arrowhead Regional Medical Center’s (ARMC) pulmonary critical care fellow resident physicians to obtain specialized clinical training in lung transplants at Cedars-Sinai.
Fellow physicians typically acquire specialty clinical knowledge at other medical facilities. These medical facilities offer the opportunity for fellow physicians to gain experience caring for patients and performing procedures in specialties that ARMC may not offer or have too few patients to provide appropriate experience. It allows ARMC to continue to provide a well-rounded education opportunity to ARMC’s pulmonary critical care fellow physicians and to ensure that those physicians obtain the training they need to complete their fellowship program in accordance with the requirements of the program’s accreditation agency.
Upon completion of the training, fellow physicians use this clinical knowledge to provide quality specialized patient care at ARMC. The Agreement with Cedars-Sinai will provide for the health and social services needs of county residents by allowing ARMC fellow physicians to obtain specialty clinical experience, which will result in more specialized quality patient care.
ARMC operates several accredited medical residency and fellowship programs. Each program has specific requirements as to the numbers and types of patients to which a resident or fellow physician must provide care. To meet these requirements, with respect to volume and type, it is necessary to provide educational opportunities at other facilities to supplement those available at ARMC. ARMC does not perform lung transplants, which is a required educational experience for the pulmonary critical care fellowship program.
The Affiliation Agreement was negotiated by the parties and include non-standard contract terms and omit the standard County contract terms as follows:
1. Each party may terminate the Agreement with 90 days written notice.
• The County standard contract permits the County to terminate a contract with 30 days written notice.
• Potential Impact: ARMC will need to be mindful of the additional notice period required for termination of the Agreement.
2. The County agrees to defend and indemnify Cedars-Sinai for injuries to persons or property due to any act, omission, negligence of the County or its officers, employees, or agents, including its fellow physicians.
• The County standard contract does not contractually require the County to indemnify the other party.
• Potential Impact: By agreeing to indemnify Cedars-Sinai, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time limited, or expense limited could be brought against Cedars-Sinai without such limitations and the County would be responsible to defend and reimburse Cedars-Sinai for costs, expenses, and damages.
3. The Agreement does not require Cedars-Sinai to meet some of the County insurance standards.
• The County standard contract requires contractors to carry appropriate insurance at limits and under conditions determined by the County's Risk Management Department.
• Potential Impact: The Agreement does not include all of the County standard insurance requirements. This means that the County cannot be fully assured that Cedars-Sinai will be financially responsible for claims that may arise under the Agreement.
4. The Agreement imposes certain insurance requirements on the County, including maintaining certain minimum insurance limits, adding Cedars-Sinai as an additional insured, providing Cedars-Sinai a Certificate of Insurance, and giving Cedars-Sinai 30 days advance written notice prior to cancellation or reduction in coverage of its general liability and professional liability policies. These insurance requirements survive until five years after termination or expiration of the Agreement.
• The County standard contract does not impose any insurance requirements on the County.
• Potential Impact: ARMC and County Risk management will need to be mindful of the insurance requirements under the Agreement to ensure that the County is in compliance with these requirements.
5. Venue is in the State of California.
• The County standard contract requires venue to be in the San Bernardino County Superior Court, San Bernardino District.
• Potential Impact: Cedars-Sinai is located in Los Angeles County. In the event of a dispute, Cedars-Sinai may file a lawsuit in Los Angeles County, which may result in expenses to the County that might not be incurred if venue was in San Bernardino County.
ARMC recommends approval of this Agreement, including the non-standard terms, with Cedars-Sinai as it provides for the safety, health and social service needs of County residents by ensuring that ARMC fellows physicians receive specialty clinical training and experience, resulting in the delivery of specialized medical care to patients at ARMC.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Deputy County Counsel, 387-5465) on December 15, 2023; Risk Management (Victor Tordesillas, Director, 386-8623) on December 18, 2023; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on December 22, 2023; Finance (Jenny Yang, Administrative Analyst, 387-4884) on December 27, 2023; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on December 27, 2023.