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Resolution No. 09958 1 RESOLUTION NO. 9958 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORLZING THE EXECUTION OF 4 AN INDEPENDENT CONTRACTOR-AGREEMENT BY AND BETWEEN 5 THE CITY OF VERNON AND RICHARD P. GUESS, M.D., FACEP 6 7 WHEREAS,- the Vernon Fire Department desires to retain the 8 services of a medical consultant to assist paramedics and other 9 emergency medical personnel by providing medical direction and 10 supervision of patient care, evaluation of .patient ...care and 11 investigation of medical care issues and act as the City Medical 12 Director within the Fire Department (the "Medical Services"); and 13 WHEREAS,. the Fire Department desires to retain the services 14 of Richard P. Guess, M.D., FACEP ("Guess") to provide such Medical 15 Services as requested by the Fire Chief, or his designee, until 16 terminated, at the rate of $750.00 per month and $100.00 per hour for 17 those services not part of the general duties of a Medical Director; 18 and 19 WHEREAS,'the City Council of the City of Vernon has 20 determined that, pursuant to the provisions of subsection (a) of 21 Section 2.27 of the Vernon City Code, it is in the public interest and 22 necessity to enter-into an agreement with Guess. 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 24 CITY OF VERNON AS FOLLOWS: 25 SECTION 1: The City Council of the City of Vernon hereby 26 finds and determines that the recitals contained hereinabove are true 27 and correct. 28 SECTION 2: The City Council of the City of Vernon hereby 4 1 approves the Independent Contractor Agreement with Guess in 2 substantially-the same form as-the copy which is attached hereto as 3 Exhibit A and incorporated by reference. 4 SECTION 3: The City Council of the City of Vernon hereby 5 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and 6 on behalf of, the City of Vernon and the City Clerk or Deputy City 7 Clerk is hereby authorized to attest. thereto. 8 SECTION 4: The City Council of the City of Vernon hereby 9 authorizes the City Administrator, or his designee, to make whatever 10 nonsubstantive, administrative and/or text changes, upon advice of 11 counsel, to the Agreement. 12 SECTION 5: The City Council of the City of Vernon hereby 13 approves and authorizes the City Administrator,- or his designee, to 14 perform such acts-anal deeds as may be necessary or-convenient to effect 15 the purposes of this Resolution and the transactions herein approved or 16 authorized and to execute any and all-other documents as shall be 17 required to implement the Agreement. 18 SECTION 6: The City Council of the City of Vernon hereby 19 directs the City Clerk or her designee to send a fully executed 20 Agreement to: 21 Richard P. Guess, M.D., FACEP Downey Regional Medical Center. 22 Emergency Department. . 23 11500 Brookshire Avenue Downey, CA 90241 24 / / 25 / / / 26 / / / 27 / / / 28 / / / - 2 - 1 SECTION 7: The City Clerk of the City of Vernon shall 2' certify to the passage of .this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 18t'' day of May, 2009. 5 7 Name: Hilario Gonzales 8 Title: Mayor /.Mayor 9 ATTEST: 10 11 M NUELA GIRON., ty Clerk 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk of the City of Vernon., do hereby 5 certify that the foregoing Resolution, being Resolution No. 9958, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, May 18, 2009, and g thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of g Vernon. 10 11 MANUELA GIRO City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - ~1~1~1~ 1-~ INDEPENDENT CONTRACTOR AGREEMENT TH1S INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at Vernon, California, this 18th day of May, 2009, by and between the City of Vernon, a California municipal corporation. (hereinafter referred to as the "City") and Richard P. Guess, M.D., FACEP (hereinafter referred to as the "Contractor"). 1. ENGAGEMENT: . City hereby engages Contractor and Contractor hereby accepts such engagement .upon the terms and conditions hereinafter set-forth. 2. TERM: This Agreement will become effective on May 18, 2009 and will continue in effect until terminated by either party as set forth below.. 3. DUTIES AND TIME EXPENDED: a. On the terms and conditions set forth herein, City hereby engages Contractor to act as the Medical director of the Vernon Fire Department and to provide to City the services set forth in greater detail in Exhibit "A" attached hereto and incorporated by reference as though fully set forth at length. b. Contractor shall provide services to City on a daily basis. 4. STANDARD OF SERVICES: Contractor shall assure that Contractor shall work diligently, exert Contractor's best efforts in rendering services hereunder, and shall take all steps as shall be required to assure that all services are competently rendered. Contractor shall at all times comply with all of the terms and provisions of law and highest ethical standards relating to the business of the City. 5. COMPENSATION: In consideration for the services to be provided by Contractor hereunder, City shall pay to . Contractor Seven Hundred Fifty Dollars ($750.00) per month. Work requested by the City that is not part of the general duties of the Medical Director shall be billed by Contractor at the rate of One Hundred Dollars ($100.00) per hour. Contractor shall be entitled to reimbursement for all reasonable expenses. Expenses in excess of One Hundred Dollars ($100.00) must be approved in advance by the City Administrator or his designee.- Contractor agrees to deliver invoices to the City on the 1st of each'month detailing the hours for the previous month's service. City agrees to pay monthly invoices on or .before the 10~' working day after receipt of invoice. Contractor shall, at its -own cost and expense, be responsible for all fringe benefits. IndependentContractor.Agt 1 6. TAXES Contractor agrees to pay and be responsible for paying all Federal, State and local taxes .for compensation received by Contractor from City while performing- services .for City. 7. RELATIONSHIP OF PARTIES: In performing under this Agreement, (a) .Contractor is; and shall at all times be, acting and performing as an independent contractor to City, practicing and performing its duties and responsibilities in accordance with its own judgment as to the method. of rendering of such services, and Contractor is, and shall at all times be, acting and performing as an independent Contractor,: City shall not exercise control over the methods by which Contractor performs its work nor shall City have the right to interfere with such freedom of action or prescribe- rules or " otherwise control or direct the manner in which such services are performed.. Such work, function, and services shall $e done and performed in accordance with the standard industry methods and practices. The sole interest in the services performed by Contractor is that-such services be performed in a competent efficient; ethical, and satisfactory manner, and otherwise carried out in a manner consistent with obtaining and satisfying the objections of City and preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall prevent City from reviewing, instructing, and supervising Contractor's activities and professional judgment to assure compliance with the. foregoing and. all applicable caws. and. rules of the State of California. - City and Contractor shall not be in the relationship of employer/employee, partners, or joint venturers, and neither party shall have the authority to obligate or bind the other- to any. contract, obligation or undertaking whatsoever. City shall not make any deductions. for any payroll taxes, contributions for unemployment insurance or social security pensions, annuities, or benefits which are measured by wages, salaries or other compensation paid to Contractor nor shall Contractor be deemed an employee of City for purpose of withholding payroll taxes, worker's compensation insurance; other insurance, pensions, annuities, or otherwise.. 8. .INDEMNIFICATION City agrees to indernnify; hold harmless and defend the. Contractor from. and against any liability, claim, demand or cause of action and which action arises as a result of Contractor's negligent acts, omissions, or willful misconduct in theperformance of the Services or breach of its obligations under.this Agreement. 9. TERMINATION OF CONTRACTOR: a. Notice of Termination: This Agreement may be terminated by either party - with or without cause. Contractor shall. give (30) days written notice of termination of this Agreement to the other party... City can terminate this Agreement at-will. b. Automatic Termination: This. Agreement shall automatically terminate upon the occurrence of any of the following events: • Death of Contractor; TndependentContractor.Agt 2 • Gross negligence of Contractor 10. CONFIDENTIALITY: a. Contractor and City each acknowledge that but for this Agreement to provide services to City, Contractor. would not necessarily become aware. of City's proprietary information regarding City's customers and business practices nor would Contractor become aware of confidential information relating to such customers or City's methods of obtaining and maintaining such customers. Contractor acknowledges. the inherent value of the customers and the valuable reputation of the City which has developed in the community throughout the years. Contractor also acknowledges that. nothing herein is intended to give Contractor any right or interest therein, including, but not limited to existing customers and other confidential- information developed or created, in whole or in part, by Contractor while working for. City. b. During the term of this Agreement and for he three.{3) year period following the termination of Contractor's engagement hereunder, Contractor shall (a) keep confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional and business practices, trade secrets or privileged information. of City concerning the existing customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any person or use (except for the benefit of City) information obtained by .them during-the period of Contractor's engagement with City as to -the customers, business methods, financial statements or any trade. secrets, confidential or proprietary information respecting City, and its customers (c) not, in any manner; interfere with City's ability to maintain existing customers. In the event of a breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other- remedies to which City. maybe entitled, at law or in-equity: Ll. OWNERSHIP OF RECORDS, ACCESS All records, files and databases concerning customers, whether they are prepared by Contractor or come into possession of Contractor in any other manner, shall remain the sole, exclusive and permanent property of City. Said materials shall-not be removed from the premises of -City without the prior written consent of City. Further, C©ntractor agrees to turn over said materials in Contractor's possession or under Contractor's .control at -the request of the City or, in the absence of such a request, upon the termination of Contractor's relationship with the City. Contractor shall prepare and maintain; or cause. to be prepared and :maintained, necessary or appropriate reports, records and correspondence relating to all services rendered by Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention and storing of all such records. 12. CONTRACTUAL POWERS: Neither party shall have the authority to obligate or bind- the other to any contract, obligation or undertaking whatsoever with any third party. 13. NOTICE: .Any notice required to be given pursuant to .the provisions of this Agreement shall be in writing and sent by certified mail; return receipt requested, and mailed to the parties at the following addresses: IndependentContractor.Agt 3 City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue . Vernon, CA 90058- Contractor: Richard P. Guess, M.D., FACEP Downey Regional Medical Center Emergency Department 11500 Brookshire Avenue Downey, CA 90241 14. GOVERNING LAW/VENUE: This Agreement and all rights, obligations and liabilities arising. hereunder shall be construed and enforced in accordance -with the laws of the State of California. This Agreement has been negotiated and entered into in the County of Los Angeles, State of California and in the-event of any litigation arising our of this Agreement, venue shall be in the. County of Los Angeles, California. 15. SEVERABILITY: It is-the intention .of both parties that: the terms of this Agreement be construed so as to comply with the laws, rules and regulations of the State of California. Any term of this. Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall be severed herefrom and shall be null and void, but the balance of this Agreement shall nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be .interpreted so as to comply with such laws, rules and regulations. This Agreement hall not be assignable by Contractor without the express written consent of City which, consent maybe unreasonably withheld. 16. ENTIRE AGREEMENT: -This. Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior and collateral-agreements, understandings, statements and negotiations of the parties. Each party acknowledges that no representations, inducements, promises; or agreements, oralor written, with reference to the subject matter hereof . have been made other than as expressly set forth herein. 17. AMENDMENTS: This Agreement may be amended only by an instrument in writing executed by duly authorized representatives of both parties. 18. DISPUTE RESOLUTION Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement. shall be submitted to binding arbitration. The arbitration shall take-place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services,-Inc: IndependentContractor.Agt 4 ("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (i4) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The agreement of two of the' three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress -for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification.: The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties,. and not appealable. The arbitrators will have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. 19. ATTORNEYS' FEES In the event of any conflict, dispute, claim, or other issue arising out of or related to the terms of this Agreement or the relationship between the parties, or any other matter related to a dispute between the parties in connection with the conduct of either ofthem related to or arising out of this Agreement, the prevailing party in such matter shallbe entitled to recover from the non-prevailing parry all of the prevailing party's costs (including, without limitation, costs of investigation and defense, court costs, and reasonable attorneys' fees and costs), in addition to such other remedies as are ordered. 1N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF VERNON A Municipal Corporation By: .NAME: TITLE: MAYOR /MAYOR PRO-TEM ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney RICHARD P. GUESS, M.D., FACED IndependentContractor.Agt 5 EXHIBIT "A" Scope of Work I. Medical Direction and Supervision of Patient Care A. Advises the City in planning and evaluating the delivery of prehospital medical care by EMT-Is and paramedics. B: Reviews and approves the medical content of all EMS training performed by the City and ensures compliance with continuing education requirements of the State and local EMS agency. C. Reviews and approves the medical components of the City's dispatch system. D. Assists in the development of procedures to optimize patient care.. E. Reviews and recommends to the EMS Agency Medical Director any new medical monitoring devices .under consideration and ensures compliance with State and local regulation. F. Evaluates compliance with the legal documentation requirements of patient care. G. Participates in direct observation of field responses as needed. Medical direction during a direct field observation maybe provided by the City Medical Director in lieu of the base hospital-under the following conditions: 1. The City Medical Director must be concurrently working as a base hospital physician in Los Angeles County. 2. .The EMTs, paramedics and City Medical Director on scene must be currently employed by, or contracted with, "the City. 3. If base contact has already been established, the City Medical Director may assume medical direction of patient care. The base hospital shall be informed that the City Medical Director is on scene. They axe not.required. to accompany the patient to the hospital 4: EMS personnel shall document the involvement of the City Medical Director on the EMS Report Form. The City Medical Director shall sign and record their California Physicians and Surgeons License number at the bottom of the EMS Report Form on any run at which they are present. 5. .The receiving hospital shall be notified of all patients whose field care is directed by a City Medical Director. H. Participates as needed with appropriate EMS committees and the local medical community. [ndependentContractor.Agt 6 I. Ensures City compliance with controlled substance documentation requirements. •II. Audit and Evaluation of Patient Care A. Assists the City in the development and implementation of a continuous quality improvement program to ensure the provision of quality medical care.. Provides recommendations for training and operationalchanges based on quality improvement results. B. Evaluates the adherence of City medical personnel to medical policies, procedures and protocols of the Los Angeles County EMS Agency. C. Coordinates delivery and evaluation of patient care with base and receiving hospitals. III. Investigation of Medical Care Issues A. Reviews incidents with. unusual or adverse. patient outcomes; inadequate performance of EMS personnel, and complaints related to the delivery of medical care. B. Evaluates medical performance; .gathers appropriate facts and, as needed, forwards those facts in writing to the Los Angeles County EMS Agency Medical . Director. C. Ensures that appropriate actions are taken,on cases with patient care issues with adverse outcomes, e.g., training, counseling, etc. IndependentContractor.Agt 7 t ,y~ F ~CM fi f~lt y~c"Er.Y.i S :;-r~ ~-S 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-881.1 June 4, 2009 Richard P. Guess, M.D., FACEP Downey Regional Medical Center Emergency Department 11500 Brookshire Avenue Downey, CA 90241 Re: Independent Contractor Agreement Dear Dr. Guess: Transmitted herewith is a fully executed Agreement as referenced above, approved. by City Council on May 18, 2009, through Resolution No. 9958. If you have any questions regarding this matter, please call Mr. Mark Whitworth, at (323) 583-8811 ext. 280. Very truly yours, Ne ly Gir City Clerk NG:km c: Mark Whitworth Purchasing Dept. Resolution No. 9958 Agreement File No. 09-079 ExcCusiveCy IndustriaC INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at Vernon, California, this 18th day of May, 2009, by and between the City of Vernon, a California municipal corporation (hereinafter referred to as the "City") and Richard P. Guess,lVLD., FACEP (hereinafter referred to as the "Contractor"). 1. ENGAGEMENT: City hereby engages Contractor and Contractor hereby accepts such engagement upon the terms and conditions hereinafter set forth. 2. -TERM: This Agreement will become effective on May 18, 2009 and will continue in effect until terminated by either party as set forth below: 3. DUTIES AND TIME EXPENDED.: a. On the terms and conditions set forth herein, City hereby engages Contractor to act as the Medical director of the Vernon Fire Department and to provide to City the services set forth in greater detail in Exhibit "A" attached hereto and incorporated by reference as though fully set forth at length. b. Contractor shall provide services to City on a daily basis. 4. STANDARD OF SERVICES: Contractor shall assure that Contractor shall work diligently, exert Contractor's best efforts in rendering services hereunder, and s1ialLtake a1L steps as shall be required to assure that all services are competently rendered. Contractor shall at all times comply with all of the terms and provisions of law and highest ethical standards relating to the. business. of the City. 5. COMPENSATION: In consideration for'the services to be provided by Contractor hereunder, City shall pay to . Contractor Seven Hundred Fifty Dollars ($750.00) per month. Work requested by the City that is not part of the general duties of the Medical Director shall be billed by Contractor at the rate of One Hundred Dollars ($100.00) per hour. Contractor shall be entitled to reimbursement for all reasonable expenses. Expenses in excess of One Hundred Dollars ($100.00) must be approved in advance by the City Administrator or his designee. Contractor agrees to deliver invoices to the City on the 1st of each month detailing the hours for the previous month's service. City agrees to pay monthly invoices on or before the 1-0tn working day after receipt of invoice. Contractor shall, at its own cost and expense, be responsible for all fringe benefits. IndependentContractor.Agt 1 6. TAXES Contractor .agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services For City. 7. RELATIONSHIP OF PARTIES: In performing under this Agreement, (a) Contractor is, and shall at all times be, acting and performing as an independent contractor to City, practicing and performing its duties -and responsibilities in accordance with its own judgment as to the method of rendering of such services, and Contractor is, and shall at all times be, acting and performing as an independent Contractor. City shall not exercise control over the methods by which Contractor performs its work nor shall City have the right to interfere with such freedom of action or prescribe rules or otherwise control or direct the manner in which such services are performed.- Such work, function, and services shall be .done and performed in accordance with the standard industry methods and practices. The sole interest in the services performed by Contractor is that such services be performed in a competent efficient, ethical, and satisfactory manner, and- otherwise carried out in a manner consistent with obtaining and satisfying the objections of City and preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall prevent City from reviewing, instructing, and supervising Contractor's activities and professional judgment to assure compliance with the foregoing and all applicable laws and rules of the State of California. City and Contractor shall not be in the .relationship of employer/employee, partners, or joint venturers, and neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever. -City shall not make any deductions for any payroll taxes, contributions for unemployment insurance or social security pensions, annuities, or benefits which are. measured by wages; salaries or other compensation paid to Contractor -nor shall Contractor be deemed an employee of City for purpose of withholding payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or otherwise. 8. INDEMNIFICATION City agrees to indemnify, hold harmless and defend the Contractor, from and against any liability, claim, demand or cause of action and which action arises as a result of Contractor's negligent acts, omissions, or willful misconduct in the performance of the Services or breach of its obligations under this Agreement. 9. TERMINATION OF CONTRACTOR: a. Notice of Termination: This Agreement may be terminated by either party with or without cause. Contractor shall give (30) days written notice of termination of this Agreement to the other party. City can .terminate this Agreement at-will. b. Automatic Termination: This Agreement shall automatically terminate upon the occurrence of any of the following events: • Death of Contractor; IndependentContractor.Agt 2 • Gross negligence of Contractor 10. CONFIDENTIALITY: a. Contractor and City each acknowledge that but for this Agreement to provide services to City, Contractor would not necessarily become aware of City's proprietary information regarding City's customers and business practices nor would Contractor become aware of confidential information relating to such customers or City's methods. of obtaining and maintaining such customers. Contractor acknowledges the inherent value of the customers and the valuable. reputation of the City which has developed in the community throughout the years. Contractor also acknowledges that nothing herein is intended. to give Contractor any right or interest therein, including, but not limited to existing customers and other confidential information developed or created, in whole. or in part, by Contractor while working for City. b. During the term of this Agreement and for the three (3) year period following the termination of Contractor's engagement hereunder, Contractor shall (a) keep confidential and shall not disclose or otherwise use. for Contractor's own benefit, the professional and business practices, trade secrets or privileged information of City concerning the existing customers, -and shall keep such knowledge confidential in their dealings, (b) not disclose to any person or use (except for the benefit of City) information obtained by them during the period of Contractor's engagement with City as #o the customers, business .methods, financial statements or any trade secrets, confidential or proprietary information respecting City, and its customers (c) not, in any manner, interfere with City's ability to maintain existing customers. In the event of a breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other remedies to which City may be entitled at law or in equity. 11. OWNERSHIP OF RECORDS; ACCESS All records, files and databases concerning customers, whether they are prepared by Contractor or come into possession of Contractor in any other manner, shall remain the sole, exclusive and permanent property of City. Said materials. shall not be removed from the premises. of City without the prior written consent of City. Further, Contractor agrees to turn over said materials in Contractor's possession or under Contractor's control at the request of the City or, in the absence of such a request, upon the termination of Contractor's relationship with the City. Contractor shall prepare and maintain, or cause to be prepared and maintained, necessary or appropriate reports, records and correspondence relating to all services rendered by Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention and storing of all such records. 12. CONTRACTUAL POWERS: Neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever with any third party. 13. NOTICE: Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the following addresses: IndependentContractor.Agt 3 City: City of Vernon Attention; City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Contractor: Richard P. Guess, M:D., FACEP Downey Regional Medical Center Emergency Department 11500 Brookshire Avenue Downey, CA 90241. 14. GOVERNING LAW/VENUE: This Agreement and all rights, obligations and liabilities arising hereunder shall be construed and enforced in accordance with the laws of the State of California. This Agreement has been negotiated and entered into in the County of Los Angeles, State of California and in the event of any litigation arising our of this .Agreement, venue shall be in the County of Los Angeles, California. 15. SEVERABILITY: It is the intention of both parties that the terms of this Agreement be construed so as to comply with the laws, rules and regulations of the State of California. Any term of this Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall be severed herefrom and shall be null and void, but the balance of this Agreement shall nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be interpreted so as to comply with such laws, rules and regulations. This Agreement-shall not be assignable by Contractor without the express written consent of City which consent may be unreasonably withheld. 16. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior and collateral agreements, understandings, statements and negotiations. of the parties. Each party acknowledges that no representations, inducements, promises, or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. 17. AMENDMENTS: This Agreement may be amended only by an instrument in writing executed by duly authorized representatives of both parties. 18. DISPUTE RESOLUTION Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement shall be submitted to binding arbitration. -The arbitration shall take place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services, Inc. IndependentContractor.Agt 4 ("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, .JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the.otherparty will select the third. judge for the panel. The agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification. -The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties, and not appealable.. The arbitrators will-have discretion to award monetary and other damages, or to .award no damages; and to fashion any other relief the arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. 19. ..ATTORNEYS' FEES In the event of any conflict, dispute, claim, or other issue arising out of or related to the terms of this Agreement or the relationship between the parties, or any other matter related to a dispute between the parties in connection with the conduct of either of them related to or arising out of this Agreement, the prevailing party in such matter shall be entitled to recover from the non-prevailing party all of the prevailing party'"s costs (including, without limitation, costs of investigation and defense, court costs, and reasonable attorneys' fees and costs), in addition to such other remedies as are ordered. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF VERNON A Municipal Corporation BY~ .~-Q~i NAME: Hi 1 ari o Gonza es .TITLE: MAYOR ~v~iy i vn "T'n TL'Td A ST: l ANUELA GI N, ity Clerk APPROVED TO FORM: JEFF SON, City Attorney " \ RICHARD P. GUESS, M.D., FACEP IndependentContractor.Agt 5 EXHIBIT A EXHIBIT "A" Scope of Work I. Medical Direction and Supervision of Patient Care A. Advises the City in planning and evaluating the delivery of prehospital medical care by EMT-Is and paramedics. B. Reviews and approves the medical content of all EMS training performed by the ' City and ensures compliance with continuing education requirements of the State and local EMS agency. C. Reviews and approves the medical components of the City's dispatch system. D. Assists in the development of procedures to optimize patient care. E. Reviews and recommends to the EMS. Agency Medical Director any new medical monitoring devices under consideration and ensures compliance with State and local regulation. F. Evaluates compliance with the legal documentation requirements of patient care.- G. Participates in direct observation of field responses as needed. Medical direction during a direct field observation may be provided by the City Medical Director in lieu of the base hospital under the following conditions: , 1. The City Medical Director must be concurrently working as a base hospital physician in Los Angeles County. 2. The EMTs, paramedics and City Medical Director on scene must be currently employed by, or .contracted with, the City. 3. If base contact has already been established, the City Medical Director may assume medical direction of patient care. The base hospital shall be informed that the City Medical Director is on scene. They are not required to accompany the patient to the hospital. 4. EMS personnel shall .document the involvement of the City Medical,. Director on the EMS Report Form. The City Medical Director shall sign and record their California Physicians and Surgeons License number at the bottom of the EMS Report Form on any run at which they are present. 5. The receiving hospital shall be notified of all patients whose field care is directed by a City Medical Director. H. Participates as needed with appropriate EMS committees and the local medical community.. IndependentContractor.Agt I. Ensures City compliance with controlled substance documentation requirements.. II. -Audit and Evaluation of Patient Care A. Assists the City in the development and implementation of a continuous quality improvement program to ensure the provision of quality medical care. Provides recommendations for training and operational changes based on quality improvement results. B. Evaluates the adherence of City medical personnel to medical policies, procedures .and protocols of the Los Angeles. County EMS Agency. C. Coordinates delivery and evaluation of patient care with base and receiving hospitals. III. Investigation of Medical Care Issues A. Reviews incidents with unusual or adverse patient outcomes, inadequate performance of EMS personnel, and complaintsrelated to the delivery of medical care. B. Evaluates medical performance; gathers appropriate facts and, as needed, forwards those facts in writing to the Los Angeles County EMS Agency Medical Director. C. Ensures that appropriate actions are taken on cases with patient care issues with adverse outcomes, e.g., training, counseling, etc. IndependentContractor.Agt 7 ~f~. o~ v . +~t ` ~ o.N G . ~~°r~ ~ g~°'~ APPROVED MAGI 1 ~ '09 CiT1f COUNCIL BjVfLT 1NpV STAFF- REPORT Fire Department aTV c~~~K oisTRi~usi©rv ~ I ~ DATE: May 7, 2009 TO: Mayor and City Council FROM: Mark Whitworth, Fire Chief RE: Medical Director /Advisor for Fire Department Paramedic Program Mayor and City Council, The following is a brief description of the expectations and duties that a Medical Director Advisor would be responsible for; Medical Direction and Supervision of Patient Care Allows Vernon Fire Department to purchase and maintain necessary narcotics and medications through his medical license. Reviews and approves the medical content of alI.EMS training performed by Vernon Fire Department and ensures compliance with continuing education requirements of the State and local EMS agency. Assists in the development of procedures to optimize patient care. Evaluates compliance with the legal documentation requirements of patient care. Partidipates as needed with appropriate EMS committees and the local medical community. Ensures provider agency compliance with controlled substance documentation requirements. Audit and Evaluation of Patient Care Provides recommendations for training and operational changes based on quality improvement results. Evaluates the adherence of provider agency medical personnel to medical policies, procedures and protocols of the Los Angeles County EMS Agency. Investigation of Medical Care Issues Reviews incidents with unusual or adverse patient outcomes, inadequate performance of EMS personnel, and complaints related to the delivery of medical care. Ensures that appropriate actions ara taken on cases with patient care issues with adverse outcomes, e.g., training, counseling, etc.