REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
June 27, 2023
FROM
WILLIAM L. GILBERT, Director, Arrowhead Regional Medical Center
SUBJECT
Title
Non-Financial Affiliation Agreement with Pomona Valley Hospital Medical Center to Obtain Specialized Clinical Training
End
RECOMMENDATION(S)
Recommendation
Approve non-financial Affiliation Agreement, including non-standard terms, with Pomona Valley Hospital Medical Center for Arrowhead Regional Medical Center Resident Physicians to obtain clinical experience at Pomona Valley Hospital Medical Center, for the five-year period from date of execution.
(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 with Pomona Valley Hospital Medical Center (PVHMC) is non-financial in nature.
BACKGROUND INFORMATION
The Affiliation Agreement with PVHMC will enable Arrowhead Regional Medical Center (ARMC) Emergency Medicine Residents to obtain specialized clinical training in emergency medicine. The volume and patient mix at PVHMC will provide a suitable educational opportunity to the ARMC Emergency Medicine Residents. The accreditation bodies for medical residency programs have specific requirements. In order to meet these requirements, it is customary for hospitals that operate residency programs to provide their residents with educational opportunities at other facilities to supplement those available at their sponsoring hospital.
As a teaching hospital, ARMC has a number of agreements with other hospitals to provide on-site clinical training for the residents of those other hospitals, and for those other hospitals to accept ARMC residents for onsite specialized training. The Affiliation Agreement with PVHMC ensures that ARMC’s resident physicians will receive specialty training that will enable them to complete the necessary requirements for their residency program.
ARMC had prior non-financial Affiliation Agreement No. 16-295 with PVHMC, approved by the Board of Supervisors on May 24, 2016 (Item No. 10), for resident physicians to obtain clinical experience, with one amendment approved on June 1, 2019 (Item No. 13), for a total contract period of June 1, 2016 through May 31, 2021.
The Affiliation Agreement has been negotiated by the parties with the following non-standard contract terms or is missing the following standard County contract terms:
1. The County must indemnify PVHMC from claims caused by the negligence or willful misconduct of ARMC, as well as the professional negligence of ARMC’s residents while training at PVHMC, except where the act or omission of the resident was undertaken at the direction or supervision of PVHMC.
• The County’s standard contract does not require the County to indemnify the vendor under any circumstance.
• Potential Impact: By agreeing to indemnify PVHMC, 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 PVHMC without such limitations and the County would be responsible to defend and reimburse PVHMC for costs, expenses, and damages.
2. PVHMC’s indemnity obligation is limited to claims that are caused by the negligence or willful misconduct of PVHMC.
• 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: In the event a claim arises that falls outside the scope of PVHMC’s limited indemnity obligation, the County could be solely responsible for the cost of defense and any resulting settlement/judgment.
3. Although either party may terminate the Affiliation Agreement with 30 days’ notice, any termination by PVHMC will not be effective, at the election of the ARMC Director, as to any resident who at the time of mailing of the notice of termination is participating in the training at PVHMC until the resident completes the training for that academic year.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30 day written notice of termination without any further obligation beyond the termination date.
• Potential Impact: If PVHMC terminates the agreement, the terms of the Affiliation Agreement will continue to be in effect as to any resident that in training at PVHMC until that resident completes the training for that academic year. This means that the County’s indemnification obligation will continue to apply until the end of the academic year in which the Affiliation Agreement is terminated.
4. The Affiliation Agreement requires the County to maintain insurance policies or a program of self-insurance for workers’ compensation/employers liability, comperhensive general liability, automobile liability, abuse/molestation liability, and profesional liability.
• The County standard contract does not impose any insurance requirements on the County.
• Potential Impact: The County will need to ensure that it maintains the required policies or program of self-insurance, as failing to do so could result in a breach of the Affiliation Agreement terms, which would enable PVHMC to terminate the Affiliation Agreement.
5. The Affiliation Agreement does not include many of the standard County insurance requirements, including the provisions relating to severability of interests, acceptability of insurance carrier, insurance review, waiver of subrogation, adding the County as an additional insured, and failure to procure coverage.
• 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: Without all of the standard provisions addressed above, the County has no reassurance that PVHMC will maintain adequate and sufficient insurance to provide coverage to the County in the event of a claim. Insufficient coverage could result in expenses that PVHMC is unable to cover, leaving the County financially liable for the claims.
ARMC recommends approval of this Affiliation Agreement, including non-standard terms, to provide clinical training and experience to ARMC Emergency Medicine Residents, which will result in the provision of specialized medical care to county residents.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Deputy County Counsel, 387- 5455) on May 8, 2023; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on June 2, 2023; Risk Management (Victor Tordesillas, 386-8623) on June 15, 2023; Finance (Jenny Yang, Administrative Analyst, 387-4884) on June 5, 2023; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387- 5423) on June 7, 2023.