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HomeMy WebLinkAboutMINUTES - 02131996 - C30 �T& BOARD OF SUPERVISORS FROM: William Walker, M.D. , Health Services Director Contra ' Costa DATE: January 29, 1996 County SUBJECT: Approval of Affiliation Agreement #29-607-3 between The Regents of the University of California (U.C. Davis) and the County SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Health Services Director or his designee (Frank Puglisi) to execute on behalf of the County, Affiliation Agreement No. 95-07829A (County #29-607-3) with The Regents of the University of California for the period January 1, 1996 through June 30, 1999, for provision of clinical experience at the County's Health Services facilities for students, residents and fellows of U.C. Davis School of Medicine. II. FINANCIAL IMPACT: This is a non-financial agreement. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On November . 17, 1992 , the Board of Supervisors approved Family Practice Affiliation Agreement #29-607-1 with the Regents of the University of California (U.C. Davis School of Medicine) , effective December 1, 1992 through June 30, 1995 (and subsequently extended through December 31, 1995 by Amendment Agreement #29-607-2) , to provide qualified training and clinical experience at County Health Services facilities for medical students, residents, family nurse practitioners, and other such students enrolled at the University. Approval of Affiliation Agreement #29-607-3 provides for continuation of training and clinical experiences at the County's Health Services Department facilities for resident training in the field of Family Practice as well as for medical students and family nurse practitioners from U.C. Davis' School of Medicine, through June 30, 1999. CONTINUED ON ATTACHMENT: YES SIGNATURE: 44JWL RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON FEBRUARY 13, 1996 APPROVED AS RECOMMENDED X OTHER VOTE OF SUPERVISORS X UNANIMOUS (ABSENT IV ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Frank Puglisi (370-5100) CC: Health Services (Contracts) ATTESTED FEBRUARY 13, 1996 Risk Management Phil BatChehn,Clem of the Mudd . Auditor-Controller Sueervisors and County Administrator Contractor M382/7-83 BY - , DEPUTY t - . (2- 30 30 UCD Agreement No.95-07829A AFFILIATION AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND THE COUNTY OF CONTRA COSTA THIS AFFILIATION AGREEMENT is made- and entered into this day of , 199_, by and between The Regents of the University of California, a Constitutional corporation (hereinafter "UNIVERSITY") and the COUNTY OF QONTRA COSTA, a political subdivision of the State of California (hereinafter "COUNTY") , with reference to the following facts : WITNESSETH: WHEREAS, UNIVERSITY operates a School of Medicine on the Davis campus of the. University of California (hereinafter "SCHOOL") ; and WHEREAS, SCHOOL conducts medical education programs for Family Nurse Practitioner students and Physician Assistant students, medical students, resident physicians and fellows, (hereinafter collectively referred to as "TRAINEES") and desires access to facilities in which TRAINEES can obtain broader clinical learning experiences; and WHEREAS, SCHOOL conducts graduate medical education for resident physicians and fellows in programs linked to SCHOOL'S UC Davis Family Practice Residency Network through affiliation agreements (TRAINEES in this Program hereinafter referred distinguished as "FP NETWORK TRAINEES" in those instances in which a distinction among TRAINEES is relevant) ; and WHEREAS, COUNTY maintains facilities which can be used to furnish clinical experience to TRAINEES, and COUNTY desires to have their facilities so used; and WHEREAS, it is in the mutual interest and benefit of the parties that TRAINEES obtain their clinical experience at COUNTY's facilities. ) NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth below, the parties agree as follows: I. RESPONSIBILITIES OF UNIVERSITY. UNIVERSITY agrees that it shall: A. Jointly with COUNTY for the Family Practice Residency Network Program, singularly for other SCHOOL Programs, establish the educational goals and objectives of SCHOOL's medical education programs in a manner consistent with the standards and requirements set forth by SCHOOL and the Accreditation Council for Graduate Medical Education (ACGME) for residency program accreditation. Such goals and objectives shall reflect UNIVERSITY's commitment to providing quality education and training programs to TRAINEES, as well as quality health services to patients. B. For each medical training program (hereinafter "PROGRAM") covered by this Agreement, designate a member of SCHOOL's faculty to be the SCHOOL Program Director for that PROGRAM, to provide coordination and oversight of TRAINEES' educational activities and assignments while at COUNTY and to act as a liaison with COUNTY. In the case of the Family Practice Residency Network Program, SCHOOL Program Director shall be the SCHOOL'S Residency Network Director (hereinafter "FP Network Director") . SCHOOL Program Director should be certified by the specialty board in the discipline of the SCHOOL's relevant PROGRAM or should possess suitable equivalent qualifications as a teacher, clinician, and administrator. SCHOOL Program Director(s) shall cooperate with COUNTY in coordinating and reviewing work schedules of TRAINEES at COUNTY. Such schedules shall reflect SCHOOL's educational missions and shall not be compromised by an excessive reliance on TRAINEES to fulfill institutional service obligations. A copy of the University's Guidelines Concerning Hours and Working Conditions of Resident Physicians is attached hereto as Exhibit 1 and incorporated herein. C. Assign SCHOOL faculty members, who shall obtain and maintain medical staff privileges at COLNTY's facilities, in sufficient numbers to provide supervision and management of TRAINEES' work while at COUNTY's facilities. Supervisory faculty ("FACULTY") must qualify for, obtain and maintain a faculty appointment with SCHOOL in accordance with SCHOOL's academic review and appointment procedures. For the purposes of the indemnification and insurance terms of this Agreement, FACULTY will be considered University employees when and only when they are acting within the course and scope of their faculty duties in performance of this Agreement. In the case of a Family Nurse Practitioner student TRAINEE or Physician Assistant student TRAINEE, supervision and management of her/his performance may be provided either by FACULTY or by a health care professional who has medical staff privileges at the relevant COUNTY facility and with whom UNIVERSITY has executed a Preceptorship Memorandum of Understanding for supervision of the TRAINEE. D. Recruit and select TRAINEES . who are appropriately credentialed, licensed, or otherwise authorized to participate in SCHOOL'S relevant PROGRAM. Section 6 of this Agreement applies in selection rights. E. Through its FP Network Director, coordinate with COUNTY'S Family Practice Residency Network Program Director (hereinafter "FP Residency Director) in selecting FP NETWORK TRAINEES for the PROGRAM. Creation of the "match list" and final approval/disapproval rights rest with COUNTY's FP Residency Director. COUNTY will maintain its own unique match number for purposes of the national resident match process; however, it will participate fully with school in SCHOOL'S Family Practice Residency Network, including participation in the Network's recruiting processes. Section 6 of this Agreement applies in selection rights. F. Develop and implement a mechanism for determining evaluation of the performance of TRAINEES to include, where appropriate, input from COUNTY. G. Maintain records and reports concerning the education of TRAINEES and of TRAINEES' time spent in various educational activities referred to in this Agreement, as may be required by SCHOOL, ACGME, and/or for compliance with the regulations, guidelines, and policies of third-party payors. 2 �. ,3O H. Require assigned TRAINEES to: (1) Comply with COUNTY'S applicable Bylaws, Rules and Regulations, policies, procedures and guidelines, state and federal laws and regulations, and the standards and regulations of the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and the ACGME, and the ethical standards of the American Medical Association; (2) Participate, to the extent scheduled or otherwise requested by COUNTY and approved by SCHOOL, in activities and. assignments that are of educational value and that are appropriate to the course and scope of the PROGRAM, and consistent with the requirements of the ACGME; 0 (3) Cooperate, consistent with the terms of this Agreement, in quality assurance and risk management activities designed to identify, evaluate and reduce risk of patient injury; (4) Cooperate in the preparation and maintenance of a complete medical record for each patient in whose care he/she participates, on forms provided by COUNTY and in compliance with all state and federal laws and regulations, the regulations and requirements of the JCAHO, and COUNTY's medical staff Bylaws, Rules and Regulations. The medical record shall, at all times, remain the property of COUNTY. 2. RESPONSIBILITIES OF COUNTY. COUNTY agrees that it shall: A. Jointly with UNIVERSITY, -establish the educational goals and objectives of the Family Practice Residency Network Program in a manner consistent with the standards and requirements set forth by SCHOOL and the Accreditation Council for Graduate Medical Education (ACGME) for residency program accreditation. Such goals and objectives shall reflect UNIVERSITY's commitment to providing quality education and training programs to TRAINEES, as well as quality health services to patients. B. Maintain adequate staff, facilities, and SCHOOL FACULTY at its premises located at Merrithew Memorial Hospital and Clinics, 2500 Alhambra Avenue, Martinez, CA 94553 to meet the educational goals and objectives of the PROGRAM(S) in a manner consistent with the standards and requirements established by SCHOOL and the ACGME. C. For each medical training program (hereinafter "PROGRAM") covered by this Agreement, designate a person acceptable to SCHOOL to be the COUNTY'S Program Coordinator for that PROGRAM, to act as a liaison with SCHOOL. In the case of the Family Practice Residency Network Program, COUNTY'S Coordinator shall be COUNTY'S Family Practice Residency Program Director (hereinafter "FP residency Director").. The name of each COUNTY Program Coordinator shall be provided to SCHOOL. The relevant COUNTY Program Coordinator shall be responsible for providing that each TRAINEE performing under this Agreement will be supervised at all times by a FACULTY member appropriately credentialed and privileged for the relevant clinical services, which FACULTY member will be identified to the TRAINEE in advance of TRAINEE's performance and will be available to the TRAINEE in person or by telephone at all times the TRAINEE is performing under this Agreement. Except as described in 2.C. (1) or in 2.0 (2) below, TRAINEES shall not be supervised by non-FACULTY. 3 (1) For FP NETWORK TRAINEES, written authorization for any instance of non-FACULTY supervision shall be obtained in advance from the SCHOOL'S FP Network Director. Such authorization will be limited to particular situations determined by SCHOOL'S FP Network Director to represent unique learning experiences and to be consistent with SCHOOL and ACGME requirements. UNIVERSITY liability coverage does not extend to any supervision other than that of FACULTY acting in the scope of her/his UNIVERSITY duties. (2) In the case of a Family Nurse Practitioner student TRAINEE or a Physician Assistant student TRAINEE, supervision and management of her/his performance may be provided either by FACULTY or by a health care professional who has medical staff privileges at the relevant COUNTY facility and with whom the UNIVERSITY has executed a Preceptorship Memorandum of Understandipg for supervision of the TRAINEE. The FACULTY member or Preceptor must be physically present in the facility to supervise the Family Nurse Practitioner student TRAINEE or Physician Assistant student TRAINEE. D. Through its FP Residency Director, coordinate with SCHOOL'S FP Network Director in selecting FP NETWORK TRAINEES for the PROGRAM. Creation of the "match list" and final approval/disapproval rights rest with COUNTY's. FP Residency Director. COUNTY will maintain its own unique match number for purposes of the national resident match process; however, it will participate fully with school in SCHOOL'S Family Practice Residency Network, including participation in the Network's recruiting processes. Section 6 of this Agreement applies in selection rights. E. Arrange schedules for TRAINEES in conjunction with SCHOOL's Program Director and in accordance with the educational goals and objectives of SCHOOL. Such schedules shall reflect SCHOOL's educational missions and shall not be compromised by an excessive reliance on TRAINEES to fulfill institutional service obligations. E. Protect the health and safety of TRAINEES at COUNTY's health facility by providing each TRAINEE with the following: (1) Orientation of the type and scope. provided by COUNTY to all of its new employees, including, but not limited to, information about COUNTY's security measures, fire safety and disaster protocols, and any additional recommended personnel safety and security precautions; (2) Instruction in COUNTY's policies and procedures for infection control including the handling and disposal of needles and other sharp objects, and in COUNTY's protocols for on-the-job injuries including those resulting from needlestick injuries and other exposures to blood or body fluids. (3) First Aid and other emergency treatment on-site, including, but not limited to, immediate evaluation for risk of infection and appropriate follow-up care of TRAINEE in the event of a needlestick injury to or other exposure of TRAINEE to blood or body fluids. In the case of suspected or confirmed exposure to the human immuno-deficiency virus (HIV) , such follow-up care shall include, but not be limited to, the option for appropriate post- exposure HIV testing and the option for prophylactic therapy with zidovudine (AZT) and/or other appropriate pharmacologic agents as medically indicated. The immediate care and administration of testing and immediate prophylactic therapy shall be paid for by COUNTY; and 4 3a (4) Appropriate access to on-call rooms and bathroom/shower facilities, and information concerning availability of parking, meals, and lockers. F. Maintain its license as a general acute care facility, and comply with all applicable laws, regulations, JCAHO, and ACGME requirements. COUNTY shall notify SCHOOL within five days of receipt of notice that COUNTY is not in compliance with any such laws, regulations, JCAHO or ACGME- requirements. G. Permit inspection of its clinical and related facilities by individuals charged with the responsibility for accreditation of SCHOOL and/or its PROGRAMS. n H. With respect to any professional services performed by TRAINEES under this Agreement, COUNTY agrees to inform SCHOOL and SCHOOL's relevant Program Director as follows: (1) Immediately upon initiation of an investigation of a TRAINEE or SCHOOL FACULTY member. (2) Within five days after receipt of service of a court complaint or notice of a claim naming a TRAINEE or SCHOOL FACULTY member. (3) Prior to making or accepting a settlement offer in any case in which a SCHOOL FACULTY member or TRAINEE has been named or in which a settlement is being proposed on their behalf; or (4) Prior to making a report to the National Practitioner Data Bank or the Medical Board of California in which a SCHOOL FACULTY member or TRAINEE is named. 3. FINANCIAL OBLIGATIONS. Neither party has any current financial obligation to the other party under the terms of this Agreement. 4. STATUS OF TRAINEES. A. FP NETWORK TRAINEES are, and at all times during this Agreement shall be, employees of COUNTY. COUNTY shall pay such TRAINEES their salaries and benefits. B. It is expressly agreed and understood by UNIVERSITY and COUNTY that TRAINEES are present at the COUNTY's facilities to participate in activities and assignments that are of educational value to TRAINEES, and that are appropriate to the course and scope of SCHOOL's PROGRAM(S) and consistent with the requirements of the ACGME. C. COUNTY and SCHOOL shall cooperate and assist each other in investigating facts which may serve as a basis for taking any disciplinary or academic action. COUNTY and SCHOOL each shall notify the other prior to taking any disciplinary or academic action with respect to any TRAINEE. Neither COUNTY nor SCHOOL will take any action against TRAINEES in an arbitrary or capricious manner. 5 S. ASSIGNMENT OF TRAINEES. A. Commencing on the date of execution of this Agreement and subject to the provision of Section 2 hereof, TRAINEES shall be assigned for rotation. 6. DISCRIMINATION - PROHIBITION. SCHOOL and COUNTY agree not to discriminate in the selection or acceptance of any TRAINEE pursuant to this Agreement because of race, color, national origin, religion, sex, sexual orientation, handicap, age, veteran's status, medical condition (cancer-related) as defined in section 12926 of the California Government Code, ancestry, or marital status; or citizenship, within the limits imposed by law or UNIVERSITY policy. 7. TERM. The term of this Agreement shall become effective January 1, 1996, and shall continue in effect through June 30, 1999, or until earlier terminated. 8. TERMINATION. A. Termination Without Cause. Notwithstanding any other provision to the contrary, this Agreement may be terminated without cause effective June 30th of a given year by either party's written notice to the other party on or before October 1st of the preceding year. The Agreement may also be terminated by written mutual agreement of the parties at any time during the term of the Agreement. B. Termination For Cause. In the event of a material breach of this Agreement, the aggrieved party may terminate this Agreement by giving thirty (30) days' prior written notice of termination to the breaching party. 9. INSURANCE. A. COUNTY, at its sole cost and expense, shall insure its activities in connection with this Agreement and obtain, keep in force and maintain insurance or equivalent programs of self-insurance as follows: (1) Professional Medical, and Hospital Liability Insurance with limits of three million dollars ($3,000,000) per occurrence and a general aggregate of ten million dollars ($10,000;000) . If such insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. (2) Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with a limit of one million dollars ($1,000,000) per occurrence. However, if such insurance is written on a claims-made form, it shall continue three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. (3) Worker's Compensation and Employer's Liability Insurance in a form and amount covering COUNTY's full liability as required by law under the Workers' 6 Compensation Insurance and Safety Act of the State of California and other applicable statutes as amended from time to time. (4) Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under this Section 9.A. (1) , (2) , and (3) shall not in any way limit the liability of COUNTY. The coverages referred to under (1) and (2) of this Section 9.A. shall be endorsed to include UNIVERSITY as an additional covered party. Such a provision, however, shall only apply in proportion to and. to the extent of the negligent acts or omissions of COUNTY, its officers, agents, or employees. Professional liability insurance shall include an endorsement for defense and indemnification and contractual liability. COUNTY, upon the execution of this Agreement, shall furnish UNIVERSITY with Certificates of Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days' advance written notice to UNIVERSITY of any modification, change or cancellation of any of the above insurance coverages. B. UNIVERSITY shall self-insure its activities in connection with this Agreement by maintaining programs of self-insurance as follows: 1. Professional Medical and Hospital Liability Self-Insurance with limits of three million dollars ($3,000,000) per occurrence, with a general aggregate of ten million dollars ($10,000,000) . (2) General Liability Self-Insurance Program witha limit of one million dollars ($1,000,000) per occurrence. (3) Worker's Compensation and Employer's Liability Self-Insurance Program covering UNIVERSITY's full liability as required by law under the Workers' Compensation Insurance and Safety Act of the State of California and other applicable statutes as amended from time to time. (4) Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under this Section 9.B. (1) , (2) and (3) shall not in any way limit the liability of UNIVERSITY. The coverages referred to under (1) and (2) of this Section 9.B. shall be endorsed to include COUNTY as an additional covered party. Such a provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of UNIVERSITY, its officers, agents, TRAINEES or employees. Professional liability self-insurance shell include an endorsement for defense and indemnification and contractual liability. UNIVERSITY, upon the execution of this Agreement, shall furnish COUNTY with Certificates of Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days' advance written notice to COUNTY of any modification, change or cancellation of any of the above, insurance coverages . 7 d . 3o 10. INDEMNIFICATION. A. COUNTY shall defend, indemnify and hold UNIVERSITY, its officers, employees, TRAINEES and agents harmless from and against any and all liability, loss, expense (including reasonable . attorneys' fees) , or claims for injury or damages arising out of the performance of this Agreement but only in proportion to'and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of COUNTY, its officers, employees or agents. B. UNIVERSITY shall defend, indemnify and hold COUNTY, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees) , or claims for injury or damages arising out of the performance of .this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UNIVERSITY, its officers, employees, agents or TRAINEES. C. Notwithstanding 10. A. and 10.B above, COUNTY and UNIVERSITY understand and agree that FP NETWORK TRAINEES are employees of COUNTY. UNIVERSITY shall indemnify COUNTY for the negligent or intentional acts or omissions of FP NETWORK TRAINEES in their professional medical performance of training activities under this Agreement. For all other negligent or intentional acts or omissions of FP NETWORK TRAINEES, COUNTY shall indemnify UNIVERSITY. 11. COOPERATION IN DISPOSITION OF CLAIMS. COUNTY and UNIVERSITY agree to cooperate with each other in the investigation and disposition of audits, peer review matters, disciplinary actions and third-party liability claims arising out of any services provided under this Agreement or in the operation of the Program. It is the intention of the parties to fully cooperate in the disposition of all such audits, actions or claims. Such cooperation may include, but is not limited to, joint investigation, defense, disposition of claims of third parties arising from services performed under this Agreement, and making witnesses available. - To the extent allowed by law, COUNTY and SCHOOL shall have reasonable access to the medical records and charts of the other relating to any claim or investigation related to services provided pursuant to this Agreement; provided, however, that nothing shall require either COUNTY or SCHOOL to disclose any peer review documents, records or communications which are privileged under Section 1157 of the California Evidence Code, under the Attorney-Client Privilege or under the Attorney Work-Product Privilege. 12. PATIENT RECORDS. Any and all of COUNTY's patient records and charts created at COUNTY's facilities as a result of performance under this Agreement shall be and shall remain the property of COUNTY. Both during and after the term of this Agreement, UNIVERSITY shall be permitted to inspect and/or duplicate, at UNIVERSITY's expense, any individual charts or records which are: (1) necessary to assist in the defense of any malpractice or similar claim; (2) relevant to any disciplinary action; and/or (3) for educational purposes. Such inspection and/or duplication shall be permitted and conducted pursuant to commonly accepted standards of 8 patient confidentiality in accordance with applicable federal, state and local laws. 13. TRAINEE HOURS IN HFCA REPORTING. UNIVERSITY and COUNTY agree that in order to facilitate accuracy and eliminate conflicting claims with respect to each party's Health Care Financing Act (hereinafter "HCFA") Cost reports for Indirect Medical Expenses (hereinafter "IME") and Direct Medical Expenses (hereinafter "DME") , the parties will coordinate and confirm to each other the names of TRAINEES and the number of TRAINEE hours each party will claim for TRAINEE performance under this Agreement. 14. ARBITRATION. �_'I•n, the event of any dispute arising between the parties concerning the interpretation or enforcement of the provisions of this Agreement, the UNIVERSITY and COUNTY agree to first attempt in good faith to resolve the dispute-between themselves. If the UNIVERSITY and COUNTY are unable to resoly t eh dispute within thirty (30) days after written notification of dispute the parties as specified under Section '23-'-1,"NOTICES", then all matters i controversy shall be submitted to arbitration pusuant to California Code�a Civil Procedure section 1280, et seq, provided that the arbitrator will be chosen from and the arbitration process administered by Judicial frr6ftration and Mediation Services, Inc. or, if Judicial Arbitration an�M diation Services, Inc. is not in existence, a similar organization mutually`agreed to by UNIVERSITY and COUNTY. UNIVERSITY and COUNTY agree tha-tlf oll owing demand for arbitration by either party, arbitration will prod despite the refusa3--O,r neglect of either party to participate, unless the parties resolve their dispute•.prior to the arbitration hearing. Each party shall bear its own costs of arbitration-,in proportion to the arbitrator's determination of each party's relative liability.., UNIVERSITY and COUNTY agree that either party to an arbitration may seek judicial-review by way of a petition to the court to confirm, correct or vacate an arbitration award pursuant to the provisions of Code of Civil Procedure sections 1285 and 1294.2. 15. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control , including, but not limited to, acts of God, acts of war, fire, insurrection, labor disputes, riots, earthquakes, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) days, the other party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the excused party. 16. ATTORNEYS' FEES. In the event of any action, suit or proceeding, between the parties hereto, the cost of such action, suit or proceeding, including reasonable attorneys' fees, shall be borne by the losing party or, in the case of an arbitration, as determined by the arbitrator. 9 . S 17. ASSIGNMENT. Neither COUNTY nor UNIVERSITY shall assign its rights, duties, or obligations under this Agreement, either in whole or in part, without the prior written consent of the other. Assignment of TRAINEES is described in Sections 2 and 5. 18. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been a part of the Agreement, and the remaining provisions shall remain in full force and effect unaffected by.such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement. 19. WAIVER. Waiver by either party of any breach of any provision of this Agreement or warranty of representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative. 20. EXHIBITS. Any and all exhibits attached hereto are incorporated herein by reference and made a part of this Agreement. 21. MODIFICATIONS AND AMENDMENTS. This Agreement may be amended or modified at any time by mutual written consent of the authorized representatives of both parties. COUNTY and UNIVERSITY agree to amend this Agreement to the extent .amendment is required by an applicable regulatory authority and the amendment does not materially affect the provisions of this Agreement. 22. ENTIRE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or written, and all other communications between the parties relating to such subject matter. 23. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California. 10 • 24. NOTICES. All notices required under this Agreement shall be deemed to have been fully given when made in writing and deposited in the United States mail, postage prepaid, certified mail, return receipt requested, and addressed as follows: To University: Office of Administration University of California Davis, CA 95616-8540 With a copy to School: School of Medicine Med: Dean's Office University of California e Davis, CA 95616-8640 To County: Residency Program Director Merrithew Memorial Hospital and Clinics 2500 Alhambra Avenue Martinez, CA 94553 The parties have executed this Agreement as set forth below. THE REGENTS OF THE THE COUNTY OF CONTRA COSTA UNIVERS O C FORNIA BY: BY: a Clare Peterman TITLE: E3t�/Siness Contracts Officer TITLE: DATE: ` ` vy G DATE: The Undersi d have reviewed this Agreement and hereby express their concurrence in is ons: FAMILY PRA TICE R IDENCY NETWORK FAMILY PRACTICE RESIDENCY PROGRAM RECTOR (SCHOOL DIRECTOR (COUNTY) DATE: DATE: 11 Agreement No-95-07829A EXHIBIT 1 �• CPU UNIVERSITY ENDORSED GUIDELINES CONCERNING THE HOURS AND WORKING CONDITIONS OF RESIDENT PHYSICIANS The University of California sponsors graduate medical education programs in multiple medical and surgical specialties at each of its five academic medical centers. Among the primary objectives of the University ,in sponsoring such programs are the provision of quality education and training opportunities to resident physicians, as well as the provision of quality health services to patients. e While the University recognizes that neither the-medical needs of patients, nor the . professional responsibilities of their physicians, begin or end at arbitrarily defined hours, the University nevertheless endorses the establishing of the following guidelines concerning the hours and working conditions of resident physicians: A maximum in-house work-week of 84 hours per week averaged over a four week period with in-house on-call duty scheduled no more frequently than every third night. Occasional exceptions to this limit may occur in certain specified circumstances (e.g. , providing continuity of patient care or taking advantage of unique educational opportunities) . Such exceptions, however, are expected to be approved by the Program Director, and are expected to be unusual; A maximum work shift of 12 hours in the emergency room for physicians with primary patient-care responsibility. For other areas of the hospital, each institution and/or program should define a limit on the number of hours during a shift in which new patients can be seen. Rotations on high-intensity services should be limited and appropriately spaced; Regularly scheduled minimum time-off, coordinated and approved by Program Director, to include: two 24-hour periods within a 2-week period, linked or unlinked; two weeks of vacation time per year, and an additional week of educational leave; Sleep and rest, eating, bathroom and shower facilities that provide privacy, security, -sound-proofing and quiet, good ventilation, and convenient telephones; and Ancillary support services that provide, in as far as possible, 24- hour phlebotomy and IV services; 24-hour access to medical records, and to radiology, laboratory, and other diagnostic services; transport and escort services; and ward secretarial services.