HomeMy WebLinkAboutSaint Agnes Medical Center-Cardiac ST Elevation Myocardial Infarction STEMI Receiving Center_A-25-125.pdf COtj County of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
601 Board of Supervisors 93721-2198
O� 1$56 0 Telephone: (559)600-3529
FRV,t' Minute Order Toll Free: 1-800-742-1011
www.fresnocountyca.gov
April 8, 2025
Present: 5- Vice Chairman Garry Bredefeld, Supervisor Luis Chavez, Supervisor Nathan Magsig,
Chairman Buddy Mendes, and Supervisor Brian Pacheco
Agenda No. 32. Public Health File ID: 24-1492
Re: Approve and authorize the Chairman to execute an Agreement with Saint Agnes Medical Center for
designation as a Cardiac ST Elevation Myocardial Infarction (STEMI)Receiving Center, effective upon
execution through June 30, 2027,which includes two optional one-year extensions($0);Approve and
authorize the Chairman to execute an Agreement with Kaweah Delta Health Care District, dba Kaweah
Health,for designation as a Cardiac ST Elevation Myocardial Infarction (STEMI) Receiving Center,
effective upon execution through June 30, 2027, and includes an unlimited number of optional one-year
extensions($0); and Approve and authorize the Chairman to execute a retroactive Agreement with
Kaweah Delta Health Care District, dba Kaweah Health,for designation as Level III Trauma Center,
effective July 1, 2024 through June 30,2027, and includes an unlimited number of optional one-year
extensions($0)
APPROVED AS RECOMMENDED
Ayes: 5- Bredefeld, Chavez, Magsig, Mendes, and Pacheco
Agreement No. 25-125,Agreement No. 25-126,Agreement No. 25-127
County of Fresno Page 36
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Board Agenda Item 32
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DATE: April 8, 2025
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director of Public Health
SUBJECT: Designation of St. Agnes Medical Center and Kaweah Delta Medical Centers as
Cardiac ST Elevation Myocardial Infarction (STEMI) Receiving Centers and Kaweah
Health Medical Center as a Level III Trauma Center
RECOMMENDED ACTION(S):
1. Approve and authorize the Chairman to execute an Agreement with Saint Agnes Medical
Center for designation as a Cardiac ST Elevation Myocardial Infarction (STEMI) Receiving
Center, effective upon execution through June 30, 2027, which includes two optional
one-year extensions ($0);
2. Approve and authorize the Chairman to execute an Agreement with Kaweah Delta Health
Care District, dba Kaweah Health,for designation as a Cardiac ST Elevation Myocardial
Infarction (STEMI) Receiving Center, effective upon execution through June 30, 2027, and
includes an unlimited number of optional one-year extensions ($0); and
3. Approve and authorize the Chairman to execute a retroactive Agreement with Kaweah Delta
Health Care District, dba Kaweah Health,for designation as Level III Trauma Center,
effective July 1, 2024 through June 30, 2027, and includes an unlimited number of optional
one-year extensions ($0).
There is no additional Net County Cost associated with the recommended actions. Approval of the first
recommended action will designate Saint Agnes Medical Center(Saint Agnes)as a Cardiac STEMI
Receiving Center. Approval of the second recommended action will designate Kaweah Health Medical
Center(Kaweah Health)as a Cardiac STEMI Receiving Center. Approval of the third recommended action
will continue the designation of Kaweah Health as a Level III Trauma Center(Level III). The recommended
agreements are required by the California Code of Regulations for designated STEMI and trauma centers
and outline the responsibilities of both the County, Saint Agnes, and Kaweah Health. This item is countywide
and includes services outside County jurisdiction but within the Central California Emergency Medical
Services Agency area of response.
ALTERNATIVE ACTION(S):
There is no viable alternative action. Should your Board not approve the first recommended action, Saint
Agnes would not be designated as a STEMI Receiving Center and both Saint Agnes and County will be out
of compliance with 22 CCR§ 100270. Should your Board not approve the second and third recommended
actions, Kaweah Health would not be designated as a STEMI Receiving Center or Level III trauma center
and both Kaweah Health and County will be out of compliance with 22 CCR§ 100270 and 22 CCR§
100137.05.
County of Fresno page 1 File Number.24-1492
File Number:24-1492
RETROACTIVE AGREEMENT:
The third recommended agreement is retroactive to July 1, 2024 due to the County of Tulare and Kaweah
Health allowing a previous Level III Trauma Center designation agreement lapse as of June 30, 2023. There
will be a recognized 1-year gap where no agreement existed between Tulare County and Kaweah Health.
The EMS Agency has made the State EMS Authority aware of this gap, which does not impact their trauma
center status as long as a new agreement is in place. A new agreement is being established with the
County of Fresno directly, serving as the approving authority for the local EMS Agency.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. There are no costs
associated with the recommended agreements.
DISCUSSION:
The Department of Public Health is the designated Local Emergency Medical Services (EMS)Agency for
Fresno, Kings, Madera, and Tulare counties, pursuant to Health and Safety Code, section 1797.200. The
Local EMS Agency is responsible for planning, implementation, and evaluation of the emergency medical
services system, which includes the designation of Cardiac STEMI centers and Trauma Centers.
The first recommended action will approve an agreement with Saint Agnes Medical Center for designation
as a Cardiac STEMI Receiving Center. State regulations were put into place starting in 2019 for the
regulation of prehospital emergency medical services related to the requirements of STEMI Critical Care
System.
The second recommended action will approve an agreement with Kaweah Health Care District for
designation of Kaweah Health Medical Center as a Cardiac STEMI Receiving Center. State regulations were
put into place starting in 2019 for the regulation of prehospital emergency medical services related to the
requirements of STEMI Critical Care System.
The third recommended action will approve an agreement with Kaweah Health Health Care District to
continue its designation of Kaweah Health Medical Center as a Level III Trauma Center. Last designation
was completed by County of Tulare in 2018, which lapsed in 2023. As the Local EMS Agency overseeing
Tulare County, this agreement is being brought under the umbrella of Fresno County. Two other trauma
centers have been previously approved in the four-county EMS region, which include Community Regional
Medical Center(CRMC)as a Level I Trauma Center and Valley Children's Hospital (VCH) as a Level II
Pediatric Trauma Center.
In August 2024, the EMS Division staff became aware that the Agreement between Tulare County and
Kaweah Health Medical Center had expired a year earlier. There will be a recognized 1-year gap where no
agreement existed between Tulare County and Kaweah Health Medical Center. The EMS Agency has made
the State EMS Authority aware of this gap, which does not impact their trauma center status as long as a
new agreement is in place. The EMS Agency was not willing to create a retroactive agreement back to July
1, 2023.
As a Cardiac STEMI Receiving Center, Saint Agnes Medical Center and Kaweah Health Medical Center will
be authorized by the EMS agency to receive patients who are experiencing an acute myocardial infarction or
heart attack directly from the field by ambulance or helicopter. The designation requires Saint Agnes and
Kaweah Health to maintain a preparedness level to receive and respond to STEMI patients that require a
higher level of care than a STEMI Referring Hospital or other healthcare provider. As a designated STEMI
Receiving Center, the State regulations set a minimum requirement of hospital services that must be
immediately available 24/7, which includes a Cardiac Catheterization Team and activation for treatment and
triage of STEMI patients. A significant amount of training and education is also required for hospital staff.
County of Fresno Page 2 File Number.24-1492
File Number:24-1492
As a Level III Trauma Center, Kaweah Health Medical Center is authorized by the EMS Agency to receive
critically injured patients transported directly from the field by ambulance or helicopter. The Level III
designation requires Kaweah Health to maintain a preparedness level to receive and respond to trauma that
is significantly higher than non-trauma hospitals. As a designated trauma center, the State regulations set a
minimum requirement of hospital services that must be immediately available, which include surgical and
anesthesiology services and response performance to critical trauma in the emergency department. A
significant amount of training and education is also required for hospital staff.
The second and third recommended agreements with Kaweah Health automatically extend for an unlimited
number of one-year increments after the initial term, unless a 30-day advanced written notice of non-renewal
is given by either of the parties. The proposed agreements may be terminated without cause by either party
upon the giving of a 30-day advance written notice of an intention to terminate or the County may
immediately terminate any agreement due to breach of contract. The proposed agreements contain a
mutual hold harmless clause.
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with Saint Agnes Medical Center
On file with Clerk-Agreement with Kaweah Health (STEMI)
On file with Clerk-Agreement with Kaweah Health (Trauma)
CAO ANALYST:
Ronald Alexander
County of Fresno Page 3 File Number.24-1492
Agreement No. 25-125
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated April 8, 2025 and is between
3 Saint Agnes Medical Center, a California non-profit public benefit corporation ("Contractor"), and
4 the County of Fresno, a political subdivision of the State of California ("County").
5 A. County's Department of Public Health is the designated Local Emergency Medical
6 Services (EMS) Agency ("EMS Agency") for the Counties of Fresno, Kings, Madera, and Tulare,
7 as provided in Health and Safety Code section 1797.200, and is identified by the name Central
8 California EMS Agency. The EMS Agency desires the highest quality of care by directing ST
9 Elevation Myocardial Infarction (STEMI) patients to facilities qualified to meet STEMI Receiving
10 Center standards.
11 B. The EMS Agency has implemented a STEMI Critical Care System Plan, whereby a
12 medical facility capable of providing STEMI care applies for and is designated a STEMI
13 Receiving Center (SRC), pursuant to Title 22, Division 9, Chapter 7.1 of the California Code of
14 Regulations, entitled "ST-Elevation Myocardial Infarction Critical Care System" (CCR §§
15 100270.101-127; hereinafter referred to as the "STEMI Regulations").
16 C. County is the entity through which the EMS Agency enters into an agreement
17 concerning emergency medical services, including STEMI care services.
18 D. The EMS Agency seeks to designate Contractor as a STEMI Receiving Center pursuant
19 to Section 1797.204 of the Health and Safety Code, STEMI Regulations, and the STEMI Critical
20 Care System Plan approved by the California EMS Authority.
21 E. Contractor represents that they will maintain and operate a qualifying SRC, in
22 accordance with the STEMI Regulations and County's policies and procedures, and is
23 agreeable to such designation by the EMS Agency subject to the terms and conditions provided
24 in this Agreement.
25 The parties therefore agree as follows:
26
27
28
1
1 Article 1
2 EMS System/Designation of Contractor
3 A. The parties acknowledge and agree that the EMS Agency has the authority to plan,
4 implement and evaluate an emergency medical services system in Fresno, Kings, Madera, and
5 Tulare Counties pursuant to Health and Safety Codes 1797.200 and 1797.204.
6 B. The parties acknowledge and agree that the EMS Agency has the authority to implement
7 and update a STEMI Critical Care System for the EMS System, including the authority to
8 designate a STEMI Receiving Center for the EMS System, pursuant to STEMI Regulations.
9 C. The parties acknowledge and agree that the EMS Agency Medical Director (including his
10 or her Assistant Medical Directors) of the EMS Agency has the authority of medical control of
11 the EMS System, including the STEMI Critical Care System, and the authority to assure medical
12 accountability through the planning, implementation, and evaluation of the EMS System,
13 including the STEMI Critical Care System, set forth in Health and Safety Code section
14 1797.202.
15 D. The parties acknowledge and agree that the service area for the STEMI Receiving
16 Centers operated by Contractor is Fresno, Kings, Madera, and Tulare Counties.
17 E. Contractor acknowledges and agrees that neither the County nor the EMS Agency
18 makes any representation, warranty or guarantee, and cannot and do not assure Contractor that
19 any minimum number of STEMI patients will be delivered or referred to Contractor.
20 F. Contractor acknowledges and agrees that the EMS Agency's designation of Contractor
21 as a STEMI Receiving Center for the EMS System is made on a non-exclusive basis, and that
22 the EMS Agency reserves the right to designate any other qualifying hospitals, at any time, as a
23 STEMI Receiving Center.
24 Article 2
25 Contractor's Services
26 2.1 Scope of Services. The Contractor shall perform all of the services provided in
27 Exhibit A to this Agreement, titled "Scope of Services."
28 2.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2
1 able to perform all of the services provided in this Agreement.
2 2.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
3 applicable federal, state, and local laws and regulations in the performance of its obligations
4 under this Agreement, including but not limited to workers compensation, labor, and
5 confidentiality laws and regulations.
6 Article 3
7 County's Responsibilities
8 3.1 The County shall, at its own expense, at all times during the term of this Agreement
9 cause and/or request the EMS Agency to:
10 A. Develop, implement, and monitor STEMI Critical Care System policies and
11 procedures.
12 B. Meet and consult with Contractor prior to the adoption of any policies or
13 procedures that concern the administration of the STEMI Care System, or the triage, transport,
14 and treatment of STEMI patients.
15 C. Provide appropriate information and data to Contractor on the STEMI Critical
16 Care System.
17 D. Perform periodic site visits to the facility of Contractor for the purpose of
18 monitoring Contractor's performance under and compliance with this Agreement. Site visits shall
19 not unnecessarily interrupt Contractor or Contractor's personnel.
20 E. Strive to optimize the overall effectiveness of the STEMI Care System and
21 employ continuous quality improvement strategies and collaboration with stakeholders
22 F. Perform all other obligations of County under this Agreement.
23 Article 4
24 No Monetary Compensation
25 4.1 Contractor's STEMI Receiving Center functions, services, and activities conducted
26 pursuant to the terms and conditions of this Agreement shall be performed without the payment
27 of any monetary compensation by County or EMS Agency to Contractor. County or EMS
28 Agency shall not be liable for any costs or expenses incurred by Contractor to satisfy its
3
1 obligations under this Agreement.
2 4.2 The Parties acknowledge and agree that their respective covenants made to the
3 other party and benefits received from the other party under this Agreement shall form the basis
4 of the consideration exchanged between them under this Agreement.
5 Article 5
6 Term of Agreement
7 5.1 Term. This Agreement is effective on the date that the parties sign this Agreement
8 and terminates June 30, 2027, except as provided in section 4.2, "Extension," or Article 6,
9 "Termination and Suspension," below.
10 5.2 Extension. The term of this Agreement may be extended for no more than two, one-
11 year periods only upon written approval of both parties at least 30 days before the first day of
12 the next one-year extension period. The Director of the Department of Public Health or his or
13 her designee is authorized to sign the written approval on behalf of the County based on the
14 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
15 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
16 the time of the extension whether or not known to the County.
17 Article 6
18 Notices
19 6.1 Contact Information. The persons and their addresses having authority to give and
20 receive notices provided for or permitted under this Agreement include the following:
21
For the County:
22 EMS Director
County of Fresno
23 PO Box 11867
Fresno, CA 93775
24 CCEMSA@fresnocountyca.gov
25 For the Contractor:
Chief Executive Officer
26 Saint Agnes Medical Center
1303 E. Herndon Ave
27 Fresno, CA 93720
28 6.2 Change of Contact Information. Either party may change the information in section
4
1 6.1 by giving notice as provided in section 6.3.
2 6.3 Method of Delivery. Each notice between the EMS Agency and the Contractor
3 provided for or permitted under this Agreement must be in writing, state that it is a notice
4 provided under this Agreement, and be delivered either by personal service, by first-class
5 United States mail, by an overnight commercial courier service, by telephonic facsimile
6 transmission, or by Portable Document Format (PDF) document attached to an email.
7 (A) A notice delivered by personal service is effective upon service to the recipient.
8 (B) A notice delivered by first-class United States mail is effective three County
9 business days after deposit in the United States mail, postage prepaid, addressed to the
10 recipient.
11 (C)A notice delivered by an overnight commercial courier service is effective one
12 County business day after deposit with the overnight commercial courier service,
13 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
14 the recipient.
15 (D)A notice delivered by telephonic facsimile transmission or by PDF document
16 attached to an email is effective when transmission to the recipient is completed (but, if
17 such transmission is completed outside of County business hours, then such delivery is
18 deemed to be effective at the next beginning of a County business day), provided that
19 the sender maintains a machine record of the completed transmission.
20 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
21 nothing in this Agreement establishes, waives, or modifies any claims presentation
22 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
23 of Title 1 of the Government Code, beginning with section 810).
24 Article 7
25 Termination and Suspension
26 7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
27 contingent on the approval of funds by the appropriating government agency. If sufficient funds
28 are not allocated, then the County, upon at least 30 days' advance written notice to the
5
1 Contractor, may:
2 (A) Modify the services provided by the Contractor under this Agreement; or
3 (B) Terminate this Agreement.
4 7.2 Termination for Breach.
5 (A) Upon determining that a breach (as defined in paragraph (C) below) has
6 occurred, the County may give written notice of the breach to the Contractor. The written
7 notice may suspend performance under this Agreement, and must provide at least 30
8 days for the Contractor to cure the breach.
9 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
10 time stated in the written notice, the County may terminate this Agreement immediately.
11 (C) For purposes of this section, a breach occurs when, in the determination of the
12 County, the Contractor has:
13 (1) Obtained or used funds illegally or improperly;
14 (2) Failed to comply with any part of this Agreement;
15 (3) Submitted a substantially incorrect or incomplete report to the County; or
16 (4) Improperly performed any of its obligations under this Agreement.
17 7.3 Termination without Cause. In circumstances other than those set forth above, the
18 County may terminate this Agreement by giving at least 30 days advance written notice to the
19 Contractor.
20 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
21 under this Article 6 is without penalty to or further obligation of the County.
22 Article 8
23 Independent Contractor
24 8.1 Status. In performing under this Agreement, the Contractor, including its officers,
25 agents, employees, and volunteers, is at all times acting and performing as an independent
26 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
27 venturer, partner, or associate of the County.
28 8.2 Verifying Performance. The County or EMS agency has no right to control,
6
1 supervise, or direct the manner or method of the Contractor's performance under this
2 Agreement, but the EMS agency may verify that the Contractor is performing according to the
3 terms of this Agreement.
4 8.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 8.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 9
13 Indemnity and Defense
14 9.1 Contractor Indemnity. The Contractor shall indemnify and hold harmless and
15 defend the County (including its officers, agents, employees, and volunteers) against all claims,
16 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
17 penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise
18 from or relate to the performance or failure to perform by the Contractor (or any of its officers,
19 agents, subcontractors, or employees) under this Agreement. The County may conduct or
20 participate in its own defense without affecting the Contractor's obligation to indemnify and hold
21 harmless or defend the County.
22 9.2 County Indemnity. The County shall indemnify and hold harmless and defend the
23 Contractor (including its officers, agents, employees, and volunteers) against all claims,
24 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
25 penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise
26 from or relate to the performance or failure to perform by the County (or any of its officers,
27 agents, subcontractors, or employees) under this Agreement. The Contractor may conduct or
28 participate in its own defense without affecting the County's obligation to indemnify and hold
7
1 harmless or defend the Contractor.
2 9.3 Survival. This Article 8 survives the termination of this Agreement.
3 Article 10
4 Insurance
5 10.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
6 Agreement.
7 Article 11
8 Health Insurance Portability and Accountability Act
9 11.1 County and Contractor each consider and represent themselves as covered entities
10 as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law
11 104-191 (HIPAA) and agree to use and disclose protected health information as required by
12 law.
13 County and Contractor acknowledge that the exchange of protected health
14 information between them is only for treatment, payment, and health care operations.
15 County and Contractor intend to protect the privacy and provide for the security of
16 Protected Health Information (PHI) pursuant to the Agreement in compliance with HIPAA, the
17 Health Information Technology for Economic and Clinical Health Act, Public Law 11 1-005
18 (HITECH), and regulations promulgated thereunder by the U.S. Department of Health and
19 Human Services (HIPAA Regulations) and other applicable laws.
20 As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require
21 Contractor to enter into a contract containing specific requirements prior to the disclosure of
22 PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e)
23 of the Code of Federal Regulations (CFR).
24 Article 12
25 Licenses and Certificates
26 12.1 Contractor shall, at its own cost, throughout the term of this Agreement, maintain all
27 necessary licenses, permits, and certificates necessary for the provision of services hereunder
28 rand now or hereafter required by Federal, State, and local laws and regulations, the EMS
8
1 Agency and any other applicable government agencies. This shall include, but not be limited to:
2 1) being licensed as a general acute care hospital, and 2) holding a special permit for basic or
3 comprehensive emergency services
4 Article 13
5 Inspections, Audits, and Public Records
6 13.1 Inspection of Documents. The Contractor shall make available to the County, and
7 the County may examine at any time during business hours and as often as the County deems
8 necessary, all of the Contractor's records and data with respect to the matters covered by this
9 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
10 request by the County, permit the County to audit and inspect all of such records and data to
11 ensure the Contractor's compliance with the terms of this Agreement.
12 13.2 State Audit Requirements. If the compensation to be paid by the County under this
13 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
14 California State Auditor, as provided in Government Code section 8546.7, for a period of three
15 years after final payment under this Agreement. This section survives the termination of this
16 Agreement.
17 13.3 Public Records. The County is not limited in any manner with respect to its public
18 disclosure of this Agreement or any record or data that the Contractor may provide to the
19 County. The County's public disclosure of this Agreement or any record or data that the
20 Contractor may provide to the County may include but is not limited to the following:
21 (A) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose this Agreement to the public or such governmental
23 agency.
24 (B) The County may voluntarily, or upon request by any member of the public or
25 governmental agency, disclose to the public or such governmental agency any record or
26 data that the Contractor may provide to the County, unless such disclosure is prohibited
27 by court order.
28 (C) This Agreement, and any record or data that the Contractor may provide to the
9
1 County, is subject to public disclosure under the Ralph M. Brown Act (California
2 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
3 (D) This Agreement, and any record or data that the Contractor may provide to the
4 County, is subject to public disclosure as a public record under the California Public
5 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
6 with section 6250) ("CPRA").
7 (E) This Agreement, and any record or data that the Contractor may provide to the
8 County, is subject to public disclosure as information concerning the conduct of the
9 people's business of the State of California under California Constitution, Article 1,
10 section 3, subdivision (b).
11 (F) Any marking of confidentiality or restricted access upon or otherwise made with
12 respect to any record or data that the Contractor may provide to the County shall be
13 disregarded and have no effect on the County's right or duty to disclose to the public or
14 governmental agency any such record or data.
15 13.4 Public Records Act Requests. If the County receives a written or oral request
16 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
17 and which the County has a right, under any provision of this Agreement or applicable law, to
18 possess or control, then the County may demand, in writing, that the Contractor deliver to the
19 County, for purposes of public disclosure, the requested records that may be in the possession
20 or control of the Contractor. Within five business days after the County's demand, the
21 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
22 possession or control, together with a written statement that the Contractor, after conducting a
23 diligent search, has produced all requested records that are in the Contractor's possession or
24 control, or (b) provide to the County a written statement that the Contractor, after conducting a
25 diligent search, does not possess or control any of the requested records. The Contractor shall
26 cooperate with the County with respect to any County demand for such records. If the
27 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
28 CPRA or other applicable law, it must deliver the record or data to the County and assert the
10
1 exemption by citation to specific legal authority within the written statement that it provides to
2 the County under this section. The Contractor's assertion of any exemption from disclosure is
3 not binding on the County, but the County will give at least 10 days' advance written notice to
4 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
5 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
6 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
7 failure to produce any such records, or failure to cooperate with the County with respect to any
8 County demand for any such records.
9 Article 14
10 Records/Reports
11 14.1 As required by California Code of Regulations Title 22 Division 9 Chapter 7.1,
12 Contractor shall develop and maintain a STEMI Registry Program (e.g. NCDR Cath PCI
13 Registry) which is approved by the EMS Agency. The STEMI Registry Program shall include all
14 appropriate STEMI patient information and "hospital data" (as that term is defined in ST-
15 Elevation MI Critical Care System Regulations, section 1000270.126(e), and EMS Policy#323 —
16 STEMI Critical Care System Monitoring/Data Management). All such records shall be complete
17 and accurate. The EMS Agency shall have access to all such records upon request. Contractor
18 shall provide STEMI registry data and/or reports to the EMS Agency upon request and/or on a
19 regularly scheduled timetable such as monthly, quarterly, or annually, which will be agreed upon
20 between the EMS Agency and Contractor. In the event that the EMS Agency develops the
21 capability to directly access and retrieve STEMI registry records through computer technology,
22 Contractor shall, at no cost to the EMS Agency, assist the EMS Agency in achieving such
23 access and retrieval of Contractor's STEMI Registry Program through such means.
24 Article 15
25 Disclosure of Self-Dealing Transactions
26 15.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
27 or changes its status to operate as a corporation.
28 15.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
11
1 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
2 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
3 County before commencing the transaction or immediately after.
4 15.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
5 a party and in which one or more of its directors, as an individual, has a material financial
6 interest.
7 Article 16
8 General Terms
9 16.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
10 Agreement may not be modified, and no waiver is effective, except by written agreement signed
11 by both parties. The Contractor acknowledges that County employees have no authority to
12 modify this Agreement except as expressly provided in this Agreement.
13 16.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
14 under this Agreement without the prior written consent of the other party.
15 16.3 Governing Law. The laws of the State of California govern all matters arising from
16 or related to this Agreement.
17 16.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
18 County, California. Contractor consents to California jurisdiction for actions arising from or
19 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
20 brought and maintained in Fresno County.
21 16.5 Construction. The final form of this Agreement is the result of the parties' combined
22 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
23 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
24 against either party.
25 16.6 Days. Unless otherwise specified, "days" means calendar days.
26 16.7 Headings. The headings and section titles in this Agreement are for convenience
27 only and are not part of this Agreement.
28 16.8 Severability. If anything in this Agreement is found by a court of competent
12
1 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
2 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
3 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
4 intent.
5 16.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
6 not unlawfully discriminate against any employee or applicant for employment, or recipient of
7 services, because of race, religious creed, color, national origin, ancestry, physical disability,
8 mental disability, medical condition, genetic information, marital status, sex, gender, gender
9 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
10 all applicable State of California and federal statutes and regulation.
11 16.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
12 of the Contractor under this Agreement on any one or more occasions is not a waiver of
13 performance of any continuing or other obligation of the Contractor and does not prohibit
14 enforcement by the County of any obligation on any other occasion.
15 16.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
16 between the Contractor and the County with respect to the subject matter of this Agreement,
17 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
18 publications, and understandings of any nature unless those things are expressly included in
19 this Agreement. If there is any inconsistency between the terms of this Agreement without its
20 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
21 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
22 exhibits.
23 16.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
24 create any rights or obligations for any person or entity except for the parties.
25 16.13 Authorized Signature. The Contractor represents and warrants to the County that:
26 (A) The Contractor is duly authorized and empowered to sign and perform its
27 obligations under this Agreement.
28 (B) The individual signing this Agreement on behalf of the Contractor is duly
13
1 authorized to do so and his or her signature on this Agreement legally binds the
2 Contractor to the terms of this Agreement.
3 16.14 Electronic Signatures. The parties agree that this Agreement may be executed by
4 electronic signature as provided in this section.
5 (A) An "electronic signature" means any symbol or process intended by an individual
6 signing this Agreement to represent their signature, including but not limited to (1) a
7 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
8 electronically scanned and transmitted (for example by PDF document) version of an
9 original handwritten signature.
10 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
11 equivalent to a valid original handwritten signature of the person signing this Agreement
12 for all purposes, including but not limited to evidentiary proof in any administrative or
13 judicial proceeding, and (2) has the same force and effect as the valid original
14 handwritten signature of that person.
15 (C) The provisions of this section satisfy the requirements of Civil Code section
16 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
17 Part 2, Title 2.5, beginning with section 1633.1).
18 (D) Each party using a digital signature represents that it has undertaken and
19 satisfied the requirements of Government Code section 16.5, subdivision (a),
20 paragraphs (1) through (5), and agrees that each other party may rely upon that
21 representation.
22 (E) This Agreement is not conditioned upon the parties conducting the transactions
23 under it by electronic means and either party may sign this Agreement with an original
24 handwritten signature.
25 16.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
26 original, and all of which together constitute this Agreement.
27 [SIGNATURE PAGE FOLLOWS]
28
14
1 The parties are signing this Agreement on the date stated in the Introductory clause.
2
SAINT AGNES MEDICAL CENTER COUNTY OF FRESNO
3
4
5 Chairman' th943oard, President, or any Ernest Buddy MendesOChairman of the
Vice Pr den Board of Supervisors of the County of Fresno
6
Attest:
7 theryi Hariew Bernice E. Seidel
Vim President and Chief Nursing Officer C erk of the Board of Supervisors
8 Print Name and Title County of Fresno, State of California
9
By: --
10 kk— Deputy
Sec rot (of Ca oration), or any Assistant
11 Secrktaly, Chief Financial Officer, or any
Assisitht Treasurer
12
13 Jenny Hemendez
Vim President Finance and Chief Financial Officer
14 Print Name and TiVe
15
16 1303 E. Herndon Ave
Fresno, CA 93720
17
18
For accounting use only:
19
Org No.: 56201695
20 Fund No.: D001
Subclass No.: 10000
21
22
23
24
25
26
27
28
15
Exhibit A
1 Scope of Services
2 1. Responsibilities of the Contractor
3 Contractor shall, at its own expense, at all times during the term of this
4 Agreement:
5
A. Operate and function as a STEMI Receiving Center for all patients
6
presenting at facility of Contractor, regardless of their ability to pay.
7
B. Provide and maintain the following as required to provide STEMI center
8
services as a STEMI Receiving Center under this agreement:
9
i. All Facilities and resources, including, but not limited to, all
10
necessary utilities, supplies, equipment and furniture; and
11
ii. All physician, nurse and other professional personnel, and such
12
technical, administrative, allied and supportive paramedic personnel
13
and other such personnel. In this regard, Contractor specifically
14
covenants that they will at all times comply with, STEMI Regulations
15
section 100270.124 (entitled, "STEMI Receiving Center
16
Requirements"), incorporated herein by reference.
17
C. Take all necessary action to maintain the designation as a STEMI
18
Receiving Center in accordance with the STEMI Regulations, and the EMS Agency Policies and
19
Procedures now in effect, or which may hereafter come into effect, all of which are incorporated
20
herein by reference.
21
D. Provide STEMI care services as a STEMI Receiving Center in
22
accordance with all Federal, State, and local laws, and regulations now in effect, or which may
23
hereafter come into effect (including, but not limited to, STEMI Regulations), all of which are
24
incorporated by reference.
25
E. Comply with all EMS Agency Policies and Procedures now in effect, or
26
which may hereafter come into effect, including, but not limited to, those policies related to
27
STEMI care (EMS Agency Policies #311 — Base Hospital Criteria, #320 — STEMI Critical Care
28
System Overview, #321 — STEMI Receiving Center and STEMI Referring Hospital Standards,
A-1
Exhibit A
1
#322 — STEMI Receiving Center and STEMI Referring Hospital Designation, and #323 — STEMI
2
Critical Care System Monitoring/Data Management) and with the EMS Systems' continuous
3
quality improvement process requirements now in effect or which may hereafter come into effect
4
(EMS Agency Policies #703 — Continuous Quality Improvement and #704 —Quality
5
Improvement, pursuant to STEMI Regulations, Section 100270.127, entitled "Quality
6
Improvement and Evaluation Process"), all of which can be found at ..ww.CCEMSA.o or upon
7
request to the EMS Agency.
8
F. Notify the EMS Agency, in writing, within 24 hours of any failure to meet
9
STEMI Receiving Center Standards, and take corrective action within a reasonable period of
10
time to correct the failure.
11
G. Immediately notify the EMS Agency of any circumstances that will prevent
12
Contractor from providing STEMI Receiving Center Services.
13
H. Comply with any EMS Agency plan of correction, regarding any identified
14
failure to meet STEMI Receiving Center Standards, within the timeframes established by the
15 EMS Agency.
16
I. Actively and cooperatively participate as a member of the STEMI Critical
17
Care Committee, and such other related committees that may, from time to time, be named and
18
organized by the EMS Agency.
19
J. Develop and/or conduct periodic instructional and educational programs
20
for the benefits of the hospitals and pre-hospital care personnel through the EMS System that
21
are related to pre-hospital and in-hospital STEMI care for patients.
22
K. Provide and maintain radio and communications equipment in
23
Contractor's facility for communications with pre-hospital ambulance providers and hospitals
24 throughout the EMS region.
25
L. Maintain and submit STEMI data to the EMS Agency on a regular basis,
26 in accordance with CCR 100270.126, and as requested by the EMS Agency. Contractor shall,
27
at a minimum, collect and maintain the data specified by the EMS Agency policy and procedure.
28
M. Perform all other obligations of a Contractor under this Agreement.
A-2
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
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 one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), 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 Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the other party or any third
parties, the parties agree, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) to cover civil, regulatory and statutory damages as a result of actual or
alleged breach, violation or infringement of right to privacy, consumer data protection
law, confidentiality or other legal protection for personal information or security incident
or breach.
C-1
Exhibit C
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) The cyber liability insurance certificate must include an endorsement naming the County
of Fresno, its officers, agents, employees, and volunteers, individually and collectively,
as additional insureds, but only insofar as the operations under this Agreement are
concerned.
(C)Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(D) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
C-2
Exhibit C
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(E) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, and Contractor's indemnification obligations to County arising from
Contractor performance or failure to perform exceeds such required limits, then the
County requires and is entitled to the broader coverage, higher limits, or both.
(F) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(G)County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(H) Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-3