HomeMy WebLinkAboutAgreement A-18-332 with Central California Faculty Medical Group.PDF1 AGREEMENT
2 THIS AGREEM ENT (hereinafter "Agreement") is made and entered into this _ day
3 of June, 2018, by and between the COUNTY OF FRES NO, a Political Subdivision of the State of
4 California, hereinafter "COUNTY'' or "County", and CENTRAL CALIFORNIA FACULTY MEDICAL
5 GROUP, INC. (CCFMG) , a California Professional Corporation, whose address is 2625 E.
6 Divisadero Street, Fresno, CA 93721, hereinafter "CONTRACTOR" or "Contractor''.
7 W I T N E S S ET H:
8 WHEREAS, COUNTY, through its Department of Public He alth (DPH), has been
9 designated as the local EMS Agency ("EMS Agency") of the County of Fresno pursu ant to
10 California He alth and Safety Code Section 1797.200; and
11 WHEREAS, in accordance with He alth and Safety Code Section 1797.202, the EMS
12 Agency is required to have a licensed physician and surgeon as medical director, who has
13 substantial experience in the practice of emergency medicine to provide medical control and to
14 assure medical accountability throughout the planning, implementation, and evaluation of the EMS
15 system; and
16 WHEREAS, CONTRACTOR currently provides EMS Agency medical director services to
17 the COUNTY through that certain Agreement for EMS Agency medical director services dated
18 July 14, 2015 (County Agreement No. 15-327), which will terminate on June 30, 2018; and
19 WHEREAS, CONTRACTOR represents that it possesses the skills and professional staff
20 to provide such professional services and desires to continue providing EMS Agency medical
21 director services for COUNTY; and
22 WHEREAS, CONTRACTOR and COUNTY have developed this successor Agreement to
23 become effective upon expiration of the existing Agreement; and
24 NOW, THEREFORE, in consideration of the mutual covenants, terms and
25 conditions herein contained, the parties hereto agree as follows:
26 1.SERVICES
27 A.CONTRACTOR shall provide services for the EMS Agency, encompassing
28 medical control activities for Fresno, Kings, Madera, and Tu lare Counties and medical direction for
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Agreement No. 18-332
1 EMS training and specialty care programs.
2 B. All physicians supplied under this Agreement shall:
3 1)Be licensed to practice medicine in the State of California;
4 2)Meet the qualifications of a local EMS Agency Medical Director under
5 the California Health and Safety Code section 1797.202; and
6 3)Be acceptable to COUNTY.
7 C.It is acknowledged between both parties to this Agreement that sixty (60)
8 days prior to the assignment of any new phys ician to the EMS Agency, CONTRACTOR shall
9 provide to COUNTY the name(s), qualifications, and work history of physician (s) being considered
10 for the EMS Agency.
11 In this regard:
12 1)COUNTY reserves the right to review qualifications and/or work history; and
13 2)COUNTY reserves the right to reject any physician regardless of qualifications
14 and/or work history.
15 3)CONTRACTOR shall furnish COUNTY with EMS Medical Director services as
16 stated in this Paragraph One "1 "for an average of thirty (30) hours each month
17 as mutually scheduled between COUNTY and CONTRACTOR. As part of its
18 commitment to this Agreement, the designated EMS Medical Director shall:
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i.Provide a minimum of 4 hours each month for in-office hours at the
EMS Agency offices; and
ii.Preside as chair of the Regional Emergency Medical Control
Committee and provide a minimum attendance of 75% of scheduled
meetings. Since this committee is primarily an advisory committee to
the EMS Medical Director, meetings may be cancelled when the EMS
Medical Director is unable to attend; and
iii.Attend all regularly scheduled Continuous Quality Improvement
meetings, which may be assigned to an assistant EMS Medical
Director; and
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1 CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full
2 force and effect, the following insurance policies or a program of self-insurance, including but not
3 limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the
4 term of the Agreement:
5 A.Commercial General Liability
6 Commercial General Liability Insurance with limits of not less than Two
7 Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars
8 ($4,000 ,000). This policy shall be issued on a per occurrence basis. COUNTY may require
9 specific coverages including completed operations, products liability, contractual liability,
10 Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
11 necessary because of the nature of this contract.
12 B.Automobile Liability
13 Automobile Liability Insurance at least as broad as ISO Form Number CA 00 0 1 covering
14 any auto (Code 1 ), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos
1 5 (Code 9), with limit no less than $1,000 ,000 per accident for bodily injury and property damage.
16 Coverage should shall include owned, non-owned and hired vehicles used in connection with this
17 Agreement. Professional Liability
18 C.Professional Liability
19 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
2 0 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than Five
21 Million Dollars ($5,00 0,000.00) per occurrence, Ten Million Dollars ($1 0,00 0,000.00 ) annual
22 aggregate.
23 This coverage shall be issued on a per claim basis. CONTRACTOR
24 agrees that it shall maintain, at its sole expense, in full force and effect for a period of five (5) years
25 following the termination of this Agreement, one or more policies of professional liability insurance
26 with limits of coverage as specified herein.
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D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the
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1 California Labor Code.
2 CONTRACTOR shall obtain endorsements to the Commercial General Liability
3 insurance naming the County of Fresno, its officers, agents, and employees, individually and
4 collectively, as additional insured, but only insofar as the operations under this Agreement are
5 concerned. Such coverage for additional insured shall apply as primar y insurance and any other
6 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employe es shall be
7 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
8 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
9 written notice given to COUNTY.
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If the contractor maintains broader coverage and/or higher limits than the minimums shown
above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the Entity.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of
the foregoing policies, as required herein, to the County of Fresno, (Daniel Lynch P. 0. Box
11867, Fresno, CA 93 775), stating that such insurance coverage have been obtained and are in
18 full force; that the County of Fresno, its officers, agents and employees will not be responsible for
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any premiums on the policies; that such Commercial General Liability insurance nam es the
County of Fresno, its officers, agents and employees, individ ually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only
and not contributing with insurance provided under CONTRACTOR's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
26 written notice given to COUNTY.
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In the event CONTRACTOR fails to keep in effect at all times insur ance
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1 coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
2 suspend or terminate this Agreement upon the occurrence of such event.
3 All policies shall be issued by admitted insurers licensed to do business in the
4 State of California, and such insurance shall be purchased from companies possessing a current
5 AM. Best, Inc. rating of A FSC VII or better.
6 10.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during
7 business hours, and as often as the COUNTY may deem necessary, make available to the
8 COUNTY for examination all of its records and data with respect to the matters covered by this
9 Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to
10 audit and inspect all of such records and data necessary to ensure CO NTRACTOR'S compliance
11 with the terms of this Agreement.
12 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
13 the examination and audit of the Auditor General for a period of three (3) years after final payment
14 under contract (Government Code Section 8546.7).
15 11.NOTICES: The persons and their addresses having authority to give and
16 receive notices under this Agreement include the following:
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COUNTY
COUNTY OF FRE SNO
Director, County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
CONTRACTOR
President and CEO
CCFMG,lnc.
2625 E. Divisadero Street
Fresno, CA 93721
All notices between the COUNTY and CONTRACTOR provided for or
permitted under this Agreement must be in writing and delivered either by personal service, by
23 first-class United States mail, by an overnight commercial courier service, or by telephonic
24 facsimile transmission. A notice delivered by personal service is effective upon service to the
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recipient. A notice delivered by first-class United States mail is effective three COUNTY business
days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
delivered by an overnight commercial courier ser vice is effective one COUNTY business day after
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1 deposit with the overnight commercial courier service, delivery fees prepaid, with delivery
2 instructions given for next day delivery, addressed to the recipient. A notice delivered by
3 telephonic facsimile is effective when transmission to the recipient is completed (but, if such
4 transmission is completed outside of COUNTY business hours, then such delivery shall be
5 deemed to be effective at the next beginning of a COUNTY business day), provided that the
6 sender maintains a machine record of the completed transmis sion. For all claims arising out of or
7 related to this Agreement, nothing in this section establishes, waives, or modifies any claims
8 presentation requ irements or proce dures provided by law, including but not limited to the
9 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section
10 810).
11 12.GOVERNING LAW: Venue for any action arising out of or related to this
12 Agreement shall only be in Fresno County, California.
13 The rights and obligations of the parties and all interpretation and performance
14 of this Agreement shall be governed in all respects by the laws of the State of California.
15 13.DISCLOSURE OF SEL F-DEALI NG TRANSACTIONS
16 This provision is only applicable if the CONT RACTOR is operating as a
17 corporation (a for-profit or non-profit corporation) or if during the term of the agre ement, the
18 CONTRACTOR changes its status to operate as a corporation.
19 Members of the CONTRACTOR's Board of Directors shall disclose any self-
20 dealing transactions that they are a party to while CONTRACTOR is providing goods or
21 performing services under this agreement. A self-dea ling transaction shall mean a transaction
22 to which the CONTRACTOR is a party and in which one or more of its directors has a material
23 financial interest. Members of the Board of Directors shall disclose any self-dealing
24 transactions that they are a party to by completing and signing a Self-Dealing Tran saction
25 Disclosure Form, attached hereto as Exhibit B and incorporated herein by reference, and
26 submitting it to the COUNTY prior to commencing with the self-dealing transa ction or
27 immediately thereafter.
28 14.ENTIRE AGREEMENT: This Agreement constitutes the entire agre ement
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1 between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
2 supersedes all previous Agreement negotiations, proposals, commitments, writings,
3 advertisements, publications, and understanding of any nature whatsoever unless expressly
4 included in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written:
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Central California F culty dical Group
ce Fields-Ke~ne, MPA
Print Name
CEO
TITLE (CHAIRMAN OF BOARD, OR PRESIDENT,
ORCEO) .
Janice Saccheri
PRINT NAME
CFO
16 TITLE (SECRETARY, . CORPORATION, OR
CFO/TREASURER, OR ANY ASSISTANT THEREOF
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GCFMG
2625 E. Divisadero Street
Fresno, CA 93721
(559) 453-5200
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COUNTY OF FRESNO
Chairperson of the Board
~mei~Br· s of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: dv,o, •, C~
Deputy
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FOR ACCOUNTING USE ONLY:
ORG No.:
Account No.:
Requisition No.:
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56201692 / 56201695
7295
1 EXHIBIT A
2 Amount Amount Month Amount 3 July-18 $ 5,853.50 February-22 $ 6,385.50
4 August-18 $ 5,853.50 March-22 $ 6,385.50 September-18 $ 5,853.50 April-22 $ 6,385.50
5 October-18 $ 5,853.50 May-22 $ 6,385.50 November-18 $ 5,853.50 June-22 $ 6,385.50
6 December-18 $ 5,853.50 July-22 $ 6,573.50 January-19 $ 5,853.50 August-22 $ 6,573.50 February-19 $ 5,853.50 September-22 $ 6,573.50 March-19 $ 5,853.50 October-22 $ 6,573.50 8 April-19 $ 5,853.50 November-22 $ 6,573.50
9 May-19 $ 5,853.50 Dece mber-22 $ 6,573.50 June-19 $ 5,853.50 January-23 $ 6,573.50
10 July-19 $ 6,025.58 February-23 $ 6,573.50 August-19 $ 6,025.58 March-23 $ 6,573.50
11 Septem ber-19 $ 6,025.58 April-23 $ 6,573.50 October-19 $ 6,025.58 May-23 $ 6,573.50 12 November-19 $ 6,025.58 June-23 $ 6,573.50 December-19 $ 6,025.58 13 January-20 $ 6,025.58
14 February-20 $ 6,025.58 March-20 $ 6,025.58
15 April-20 $ 6,025.58 May-20 $ 6,025.58
16 June-20 $ 6,025.62 July-20 $ 6,202.91 17 August-20 $ 6,202.91
18 September-20 $ 6,202.91 October-20 $ 6,202.91
19 November-20 $ 6,202.91 December-20 $ 6,202.91
20 January-21 $ 6,202.91 February-21 $ 6,202.91
21 March-21 $ 6,202.91 April-21 $ 6,202.91 22 May-21 $ 6,202.91 June-21 $ 6,202.99 23 July-21 $ 6,385.50
24 August-21 $ 6,385.50 September-21 $ 6,385.50
25 October-21 $ 6,385.50 November-21 $ 6,385.50
26 December-21 $ 6,385.50 January-22 $ 6,385.50 27
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EXHIBITB
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a
contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose an y self-dealing
tra nsactions that they are a party to while providing goods, performing services, or both for the County. A self
dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which ane ar more of
its directors has a material financial interest."
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member's name, job title (if applic able), and date this disclosure is being made.
(2)Enter the board member's company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a
minimum, include a description of the following:
a.The name of the agency/company with which the Corporation has the transaction; and
b.The nature of the material financial interest in the Corpo ration's transaction that the board
member has.
(4)Describe in detail why the self-dealing transaction is approp riate based on applicable provisions of the
Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction described in
Sections (3) and (4).
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Job.Title:
Date:
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