REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
April 29, 2025
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Non-Financial Affiliation Agreement for Graduate Medical Education with Memorial Care Surgical Center at Saddleback, LLC dba Memorial Care Surgical Center Laguna Niguel
End
RECOMMENDATION(S)
Recommendation
Approve non-financial Affiliation Agreement, including non-standard terms, with Memorial Care Surgical Center at Saddleback, LLC dba Memorial Care Surgical Center Laguna Niguel for a clinical rotation in reproductive, endocrinology and infertility for Arrowhead Regional Medical Center Obstetrics and Gynecology resident physicians, for the period of five years from the date of execution.
(Presenter: Andrew Goldfrach, ARMC Chief Executive Officer, 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 Memorial Care Surgical Center at Saddleback, LLC dba Memorial Care Surgical Center Laguna Niguel (Memorial Care) is non-financial in nature.
BACKGROUND INFORMATION
This Agreement will allow Arrowhead Regional Medical Center’s (ARMC) obstetrics and gynecology (OBGYN) resident physicians to obtain specialized training in reproductive, endocrinology and infertility at Memorial Care.
Resident physicians typically acquire specialty clinical knowledge at other medical facilities. These medical facilities offer the opportunity for resident 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.
ARMC operates several accredited residency programs. Each program has specific requirements as to the numbers and types of patients to which a resident 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.
The Agreement was negotiated with Memorial Care and includes non-standard contract terms or are missing standard County contract terms as follows:
1. The County is required to indemnify Memorial Care for claims arising out of the negligence or willful misconduct of ARMC and the professional negligence of ARMC’s residents, except where the act or omission of the resident that caused harm was undertaken at the direction or supervision of Memorial Care, its officers, agents, and volunteers.
• The standard County contract imposes no indemnity obligation on the County.
• Potential Impact: By agreeing to indemnify Memorial Care, 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 Memorial Care without such limitations and the County could be responsible to defend and reimburse Memorial Care for costs, expenses, and damages.
2. Memorial Care limits its indemnity obligations for claims arising out of the negligence or willful misconduct of Memorial Care, its officers, employees, subcontractors, agents, and volunteers.
• The County standard contract general indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third-party claims arising out of the acts, errors or omissions of any person.
• Potential Impact: Memorial Care's indemnity obligation is more limited compared to the standard County general indemnity obligation. In the event a claim arises that falls outside the scope of Memorial Care's limited indemnity obligation, the County could be financially responsible for the defense of the claim and any resulting judgment/settlement.
3. The Agreement imposes insurance obligations on the County.
• The standard County contract does not include any insurance requirements for the County.
• Potential Impact: The County must be mindful of the insurance obligations and ensure that it maintains all the necessary insurance policies or programs of self-insurance required under the Agreement or risk being in breach of the Agreement terms.
4. The Agreement does not require Memorial Care to meet all of the County's insurance standards as required pursuant to County Policies 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County's Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: Without meeting all of the standard County insurance requirements, the County has no assurance that Memorial Care will be financially responsible for claims that may arise under the Agreement.
ARMC recommends approval of this Agreement with Memorial Care, including the non-standard terms, to enable ARMC resident physicians to obtain specialized clinical experience in reproductive, endocrinology and infertility to help provide for the safety, health and social service needs of County patients.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Supervising Deputy County Counsel, 387-5465) on January 7, 2025; Risk Management (Stephanie Pacheo, Staff Analyst II, 386-9039) on March 26, 2025; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on April 4, 2025; Finance (Jenny Yang, Administrative Analyst, 387-4884) on April 8, 2025; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on April 9, 2025.