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Resolution No. 2021-024RESOLUTION NO. 2021-24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPOINTING LAURENE MASCOLA, M.D., MPH AS HEALTH OFFICER FOR THE CITY OF VERNON AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT FOR HEALTH OFFICER SERVICES SECTION 1. Recitals. A. Pursuant to California Health and Safety Code (HSC) Section 101450, each City is mandated to take measures as may be necessary to preserve and protect public health. B. As required by HSC Section 101460, and since the City does not currently contract with the County, the City must appoint a health officer in order to formalize the roles and responsibilities of the Health Department and exercise its full delegated authority. C. During the COVID-19 pandemic, the need for the City to have its own Health Officer became indispensable and there remains a vital need for the City to address public health matters occurring within the City’s boundaries. D. On June 9, 2020, the City Administrator, acting as the Director of Emergency Services and pursuant to Vernon Municipal Code Section 8.8, appointed Laurene Mascola, M.D., MPH (“Dr. Mascola”) to serve as the City's Health Officer for a one-year period effective as of June 1, 2020, and approved and executed a related Services Agreement for this purpose. E. On June 16, 2020, the City Council adopted Resolution No. 2020-22, ratifying the appointment of Dr. Mascola as Health Officer and approving and ratifying the execution by the City Administrator of a related essential services agreement. F. The City Council of the City of Vernon desires to appoint Dr. Mascola to serve as Health Officer for the City of Vernon, and approve and authorize the execution of a Services Agreement for Health Officer Services for an additional one-year period, effective July 1, 2021. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 2. The City Council hereby finds and determines that the above recitals are true and correct and incorporates them herein by this reference. SECTION 3. The City Council hereby appoints Laurene Mascola, M.D., MPH to serve as the Health Officer for the City of Vernon effective July 1, 2021. DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Resolution No. 2021-24 Page 2 of 19 SECTION 4. The City Council hereby approves the Services Agreement with Laurene Mascola, M.D., MPH, in substantially the same form as attached hereto as Exhibit A. SECTION 5. The City Council hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 6. The City Council hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 7. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED this 20th day of July, 2021. MELISSA YBARRA, Mayor ATTEST: LISA POPE, City Clerk seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, Interim City Attorney I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021-24 was passed and adopted by the City Council of the City of Vernon at the Regular meeting on July 20, 2021 by the following vote: AYES: 5 Council Members: Larios, Lopez, Merlo, Davis, Ybarra NOES: 0 ABSENT: 0 ABSTAIN: 0 LISA POPE, City Clerk seal) DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LAURENE MASCOLA, M.D., M.P.H., FOR HEALTH OFFICER SERVICES COVER PAGE Contractor: Laurene Mascola, M.D., M.P.H. Notice Information - Contractor: Laurene Mascola Address on file with Health Department Telephone: (818) 952-4148 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Freddie Agyin, Director of Health and Environmental Control Telephone: (323) 826-1448 Commencement Date: July 1, 2021 Termination Date: June 30, 2022 Consideration: Total not to exceed $50,000.00 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years, pursuant to Section 11.20 Resolution No. 2021-24 Page 3 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 2 of 17 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LAURENE MASCOLA, M.D., M.P.H., FOR HEALTH OFFICER SERVICES This Agreement is made between the City of Vernon ("City"), a California charter City and California municipal corporation (“City”), and Laurene Mascola, M.D., M.P.H., Contractor”). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on July 20, 2021. 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Scope of Services Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement. 3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. The Contractor shall commence the delivery of services on receipt of a written notice to proceed and shall complete the services on the schedule set forth in Exhibit B”. The term of this Agreement shall commence on July 1, 2021 and it shall continue until June 30, 2022, unless terminated at an earlier date pursuant to the provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference. Resolution No. 2021-24 Page 4 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 3 of 17 5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $50,000.00 without the prior authorization of the City, as appropriate, and written amendment of this Agreement. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor: 5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 5.4.2 Approved reproduction charges. 5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City. 5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. Resolution No. 2021-24 Page 5 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 4 of 17 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice. 7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times. 9.0 INDEMNITY. City agrees to indemnify Contractor, and will hold and save her harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of City, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of City hereunder, or arising from City’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of Contractor. 10.0 INSURANCE. City has been informed and accepts, in approving this Agreement that Contractor does not maintain Professional Liability or Errors and Omissions Insurance. The Resolution No. 2021-24 Page 6 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 5 of 17 acknowledgement and acceptance set forth herein is subject to the Indemnification and Immunities provisions set forth in Section 9.0, above. 11.0 GENERAL TERMS AND CONDITIONS. 11.1 INDEPENDENT CONTRACTOR. 11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate Resolution No. 2021-24 Page 7 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 6 of 17 copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness. 11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought. 11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns. 11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation. 11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law Resolution No. 2021-24 Page 8 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 7 of 17 material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom. 11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 11.11 INTERPRETATION. 11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof. 11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral). 11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. 11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. 11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no Resolution No. 2021-24 Page 9 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 8 of 17 presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof. 11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Freddie Agyin, Director of Health and Environmental Control 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: Laurene Mascola, M.D., M.P.H. Address on file with Health Department Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. Resolution No. 2021-24 Page 10 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 9 of 17 11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. 11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor Resolution No. 2021-24 Page 11 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 10 of 17 shall be required to provide such document and other information within fifteen (15) days of the request. 11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon Resolution No. 2021-24 Page 12 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 11 of 17 compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay. 11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. Signatures Begin on Next Page]. Resolution No. 2021-24 Page 13 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 12 of 17 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City and California municipal corporation By: ____________________________ Carlos R. Fandino, Jr. City Administrator Laurene Mascola, M.D., M.P.H. By: Name: Laurene Mascola Title: ATTEST: Lisa Pope, City Clerk APPROVED AS TO FORM: Zaynah N. Moussa Interim City Attorney Resolution No. 2021-24 Page 14 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 13 of 17 EXHIBIT A SCOPE OF SERVICES Background: The City of Vernon is an industrial city of 5.2 square miles located several miles to the southeast of Downtown Los Angeles in Southern California. Vernon currently houses more than 1,800 businesses that employ approximately 55,000 people, serving as a vital economic engine in the region. Offering an environment uniquely friendly to business. Vernon is the home to industries including food and agriculture, apparel, steel, plastics, logistics, and home furnishings. Vernon is also home to approximately 300 residents. Public Health Officer: The City of Vernon is seeking a qualified consultant to serve as a contract Health Officer for the Department of Health and Environmental Control. The individual will assume the duties of the Health Officer set forth in the Health and Safety Code of the State, including working jointly with the Director of Health and Environmental Control to assure the effectiveness of the mandated health protection function of local government. The individual will receive general direction from the Director of Health and Environmental Control Department. Services shall be limited to no more than fifteen (15) hours per week unless approved in advance by the Director of Health and Environmental Control. Duties may include, but are not limited to, the following which are referenced in the California Health and Safety Code: Serve as the Health Officer for the City of Vernon and advise the Department of Health and Environmental Control in preventive measures to protect and preserve the public health. Work with the Director of the Department of Health and Environmental Control to take measures that may be necessary to prevent and control the spread of disease. Consult with physicians in the diagnosis, investigation, and treatment of communicable diseases. Consult and provide policy recommendations regarding communicable disease control, outbreak investigations, and emergency preparedness and response. Provide recommendations regarding the declaration of local emergencies, as indicated. Work with the Director of Health and Environmental Control to ensure the enforcement of codes and regulations, as well as local ordinances through mechanisms up to, and including, the use of police powers. Advise policy-makers on community design issues that affect health, the development of public health policy, and implementation of effective public health programs. Work with the Director of Health and Environmental Control to inform, educate, and empower the community and individuals about health issues. Provide recommendations to protect and advance the health of the city by educating the Resolution No. 2021-24 Page 15 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 14 of 17 public, advocating for effective disease prevention and health promotion programs and activities. Assist in the assessment and reporting on the health status of the community, using multiple epidemiological survey and statistical methods. Represent the city before Boards, Commissions, political bodies, associations, and the general public. Coordinate with other health officers regionally and statewide. Direct the inspection, examination, isolation, quarantine, and decontamination of persons, places, and things within the city necessary to protect the public health lnform the City Council about types of health issues that may affect the city. Assist the Department in planning, organizing, and coordinating all-hazard disaster preparedness and response. Consult with medical and administrative staff of local hospitals and academic centers and assist the Department in surveillance and planning for improvement of public health indicators. Assist the Department with writing local ordinances and the interpretation of state laws Perform related duties as needed. QUALIFICATIONS: Knowledge of: Clinical medicine, public health and health care (e.9., epidemiology, biostatistics, environmental health, maternal and child health) management and administration Federal, State and local laws governing public health programs and laws, statutes, and regulations governing California Health Services providers and JCAHO and other regulatory requirements The legislative process Disaster preparedness and the National Incident Management System (NIMS) Principles of government organization, public financing, and budgeting Quality assurance as it applies to public health programs/services The latest developments in medicine including local public health programs and ethics Skill/Ability to: Serve as public health link to the local medical community and local medical association Understand, interpret and apply provisions of federal, state and local legislation, rules and regulations pertinent to the administration of Public Health programs, including COVID-19 protocols Evaluate health risks and hazards and communicate information effectively and proactively Facilitate the interaction of and foster partnerships with a complex mix of public agencies, community-based organizations, and the private sector that impact public health and policy Resolution No. 2021-24 Page 16 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 15 of 17 Provide written and oral communication in various forms such as reports, and recommendations, memos. Education and Experience: The candidate must be a physician. Any combination of education and experience that would likely provide the required knowledge and skills. Completion of a residency program and three years of administrative or supervisory experience. A Master's degree in Public Health and/or completion of a residency in preventive medicine is required. Licensure/Certification: License to practice medicine in the State of California and in good standing Resolution No. 2021-24 Page 17 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 16 of 17 EXHIBIT B SCHEDULE Hourly Rate: $300 per hour Consultant shall bill at the applicable hourly rate for services provided under the Services Agreement for City of Vernon Health Officer Services. Consultant shall submit invoices to the City of Vernon, Director of Health and Environmental Control on a bi-weekly basis. ln addition to the compensation provided above, the City will reimburse Consultant for reasonable travel-related costs and expenses for work performed under this contract, including mileage for ground transportation n the amount set forth by the lnternal Revenue Service standard mileage rate. Travel expenses or travel time beyond Southern California must be approved by the Director of Health and Environmental Control in writing and in advance. Resolution No. 2021-24 Page 18 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Services Agreement with Laurene Mascola, M.D., M.P.H. Page 17 of 17 EXHIBIT C EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. Resolution No. 2021-24 Page 19 of 19 DocuSign Envelope ID: D7B180DC-FF0D-43FF-9D51-1FBEF9332D33 Rev. 6/2017 Check one and attach supporting documentation) SIGNATURE ROUTING FORM CONTRACTOR: CONTRACT PURPOSE: CONTRACT IS: FEDERAL PREVAILING WAGE COMPETITIVE SELECTION & NOTICED RFP COMPETITIVE BID & NOTICED INVITATION TO BID EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) SERVICES MATERIALS BUDGETED NOT BUDGETED TOTAL CONTRACT VALUE: $ Charge Acct. No(s) Amendment Value $ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: PHONE: ext. AUTHORIZATION: Approved by Council on Resolution No. (if applicable) Approved by City Administrator on Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) Initials Date 1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, obtains approval from City Council/City Administrator/Finance Director, and obtains approval as to form from the City Attorney’s Office, assembles two (2) originals of contract, obtains proper signatures from contractor/consultant pursuant to the signature requirements, obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the City’s website (if applicable), enters contract into Eden once routing process is complete. 2) Liability and Claims Approves insurance and sureties, if bonds required. 3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget. 4) City Attorney Approves contract as to form. 5) City Signatory Signs document on behalf of City. 6) City Clerk Attests signatures, numbers and files contract, enters contract documents executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche, transmits duplicate original to contractor/consultant, notifies Responsible Department Person, and notifies any “consultant” of duties to file Form 700, if applicable. Laurene Mascola, M.D., MPH Health Officer Services 50,000 011.1060.595200 Freddie Agyin, Director 840 2021-24 7/20/2021 DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F 7/27/2021 7/27/2021 7/29/2021 7/29/2021 8/4/2021 8/9/2021 City Council Agenda Item Report Agenda Item No. COV-686-2021 Submitted by: Veronica Petrosyan Submitting Department: Health and Environmental Control Department Meeting Date: July 20, 2021 SUBJECT Appointment of Health Officer for the City of Vernon Recommendation: A. Find that it is in the best interests of the City to award a services agreement for Health Officer Services to Dr. Laurene Mascola, M.D., MPH, without a competitive selection process; and B. Adopt Resolution No. 2021-24 appointing Laurene Mascola, M.D., MPH as Health Officer for the City of Vernon and approving and authorizing the execution of a services agreement for Health Officer Services. Background: Pursuant to California Health & Safety Code (HSC) 101450, each city is mandated to take measures as may be necessary to preserve and protect public health. As the health officer plays a key part in the duty to safeguard public health, the HSC 101460 also requires each city to appoint a health officer, who must be a physician, unless they contract with the county. As required by State law, the City must appoint a health officer in order to formalize the roles and responsibilities of the Health Department and exercise its full delegated authority. With the ongoing COVID-19 pandemic, the need for the City to have its own Health Officer continues to be indispensable as there is an ongoing need for the City to address public health matters occurring within the City’s boundaries. The position of Health Officer requires a highly specialized degree of qualifications and expertise, namely a medical degree and experience working in a public health setting. After a careful search and thorough review of qualifications conducted by the Director of the Health and Environmental Control Department, it was determined that Dr. Laurene Mascola was a qualified and suitable candidate to serve as the City's Health Officer. Dr. Mascola possesses the necessary educational qualifications and breadth of experience in public health and epidemiology. Dr. Mascola has served as the Chief of the Los Angeles County Department of Public Health Acute Communicable Disease Control (ACDC) Program, which performs disease surveillance and epidemic control activities for more than 60 diseases. Dr. Mascola provided oversight for the County's programs for immunization, food and water safety, epidemiology, vectorborne (insect) disease, hospital outbreaks and bloodborne diseases. She has extensive experience in epidemiology and disease prevention, publishing more than 100 articles and abstracts in numerous medical and public health journals. Dr. Mascola trained at the Centers for Disease Control's Epidemic Intelligence Service in Atlanta and has worked for the World Health Organization in Ethiopia, Brazil, India and Nepal. On March 14, 2020, then Mayor Melissa Ybarra acting as the Chief Executive Officer of the Disaster Council declared the existence of a local emergency due to the COVID-19 pandemic. Subsequently, on March 17, 2020, the City Council adopted Resolution No. 2020-06 ratifying the emergency proclamation and empowering the City Administrator, as the Director of Emergency Services, to carry out all emergency powers conferred upon him by local and state laws, and by all other lawful authority, as may be necessary to protect life and property. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Vernon Municipal Code Section 8.8 dictates that the City Administrator acting as the Director of Emergency Services, is authorized to requisition necessary personnel for any City Department. After consulting with the Interim City Attorney, on June 9, 2020, the City Administrator acting as the Director of Emergency Services, appointed Dr. Mascola to serve as the City's Health Officer effective as of June 1, 2020 and approved a related Services Agreement for this purpose. It was determined that the agreement was exempt from competitive selection requirements, pursuant to Vernon Municipal Code Section 2.17.12(B)(2) as it was in the best interest of the City to award the contract to Dr. Mascola without a competitive selection process due to the immediate and indispensable need for health officer services. Subsequently, on June 16, 2020, City Council adopted Resolution 2020-22, ratifying the appointment of Dr. Mascola and the execution of a related services agreement. The Services Agreement for Dr. Mascola that was approved in 2020 has since expired. In order to retain continuity of medical services, and to effectively aid the City in its efforts to address specific ongoing public health matters faced by the Vernon community, the Health and Environmental Control Department is interested in contracting Dr. Mascola for an additional year, as it is deemed to be in the best interests of the City to do so. As such, staff is now requesting that the City Council adopt Resolution No. 2021-24 appointing Laurene Mascola, M.D., MPH as Health Officer for the City of Vernon and authorizing the execution of a services agreement for Health Officer Services effective July 1, 2021 for a one-year term. Fiscal Impact: The fiscal impact of the services agreement with Dr. Mascola is a not-to-exceed amount of $50,000. Sufficient funds are available in the Health Department Budget under account number 011.1060.595200 for this necessary expense. Attachments: 1. Resolution No. 2021-24 DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LAURENE MASCOLA, M.D., M.P.H., FOR HEALTH OFFICER SERVICES COVER PAGE Contractor: Laurene Mascola, M.D., M.P.H. Notice Information - Contractor: Laurene Mascola Address on file with Health Department Telephone: (818) 952-4148 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Freddie Agyin, Director of Health and Environmental Control Telephone: (323) 826-1448 Commencement Date: July 1, 2021 Termination Date: June 30, 2022 Consideration: Total not to exceed $50,000.00 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years, pursuant to Section 11.20 Page 1 of 17 DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 2 of 17 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LAURENE MASCOLA, M.D., M.P.H., FOR HEALTH OFFICER SERVICES This Agreement is made between the City of Vernon ("City"), a California charter City and California municipal corporation (“City”), and Laurene Mascola, M.D., M.P.H., Contractor”). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on July 20, 2021. 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Scope of Services Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement. 3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. The Contractor shall commence the delivery of services on receipt of a written notice to proceed and shall complete the services on the schedule set forth in Exhibit B”. The term of this Agreement shall commence on July 1, 2021 and it shall continue until June 30, 2022, unless terminated at an earlier date pursuant to the provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 3 of 17 5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $50,000.00 without the prior authorization of the City, as appropriate, and written amendment of this Agreement. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor: 5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 5.4.2 Approved reproduction charges. 5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City. 5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 4 of 17 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice. 7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times. 9.0 INDEMNITY. City agrees to indemnify Contractor, and will hold and save her harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of City, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of City hereunder, or arising from City’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of Contractor. 10.0 INSURANCE. City has been informed and accepts, in approving this Agreement that Contractor does not maintain Professional Liability or Errors and Omissions Insurance. The DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 5 of 17 acknowledgement and acceptance set forth herein is subject to the Indemnification and Immunities provisions set forth in Section 9.0, above. 11.0 GENERAL TERMS AND CONDITIONS. 11.1 INDEPENDENT CONTRACTOR. 11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 6 of 17 copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness. 11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought. 11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns. 11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation. 11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 7 of 17 material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom. 11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 11.11 INTERPRETATION. 11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof. 11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral). 11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. 11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. 11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 8 of 17 presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof. 11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Freddie Agyin, Director of Health and Environmental Control 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: Laurene Mascola, M.D., M.P.H. Address on file with Health Department Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 9 of 17 11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. 11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 10 of 17 shall be required to provide such document and other information within fifteen (15) days of the request. 11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 11 of 17 compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay. 11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. Signatures Begin on Next Page]. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City Laurene Mascola, M.D., M.P.H. and California municipal corporation By: By: Carlos R. Fandino, Jr. Name: Laurene Mascola City Administrator Title: ATTEST: Lisa Pope, City Clerk APPROVED AS TO FORM: Zaynah N. Moussa Interim City Attorney Page 12 of 17 DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 13 of 17 EXHIBIT A SCOPE OF SERVICES Background: The City of Vernon is an industrial city of 5.2 square miles located several miles to the southeast of Downtown Los Angeles in Southern California. Vernon currently houses more than 1,800 businesses that employ approximately 55,000 people, serving as a vital economic engine in the region. Offering an environment uniquely friendly to business. Vernon is the home to industries including food and agriculture, apparel, steel, plastics, logistics, and home furnishings. Vernon is also home to approximately 300 residents. Public Health Officer: The City of Vernon is seeking a qualified consultant to serve as a contract Health Officer for the Department of Health and Environmental Control. The individual will assume the duties of the Health Officer set forth in the Health and Safety Code of the State, including working jointly with the Director of Health and Environmental Control to assure the effectiveness of the mandated health protection function of local government. The individual will receive general direction from the Director of Health and Environmental Control Department. Services shall be limited to no more than fifteen (15) hours per week unless approved in advance by the Director of Health and Environmental Control. Duties may include, but are not limited to, the following which are referenced in the California Health and Safety Code: Serve as the Health Officer for the City of Vernon and advise the Department of Health and Environmental Control in preventive measures to protect and preserve the public health. Work with the Director of the Department of Health and Environmental Control to take measures that may be necessary to prevent and control the spread of disease. Consult with physicians in the diagnosis, investigation, and treatment of communicable diseases. Consult and provide policy recommendations regarding communicable disease control, outbreak investigations, and emergency preparedness and response. Provide recommendations regarding the declaration of local emergencies, as indicated. Work with the Director of Health and Environmental Control to ensure the enforcement of codes and regulations, as well as local ordinances through mechanisms up to, and including, the use of police powers. Advise policy-makers on community design issues that affect health, the development of public health policy, and implementation of effective public health programs. Work with the Director of Health and Environmental Control to inform, educate, and empower the community and individuals about health issues. Provide recommendations to protect and advance the health of the city by educating the DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 14 of 17 public, advocating for effective disease prevention and health promotion programs and activities. Assist in the assessment and reporting on the health status of the community, using multiple epidemiological survey and statistical methods. Represent the city before Boards, Commissions, political bodies, associations, and the general public. Coordinate with other health officers regionally and statewide. Direct the inspection, examination, isolation, quarantine, and decontamination of persons, places, and things within the city necessary to protect the public health lnform the City Council about types of health issues that may affect the city. Assist the Department in planning, organizing, and coordinating all-hazard disaster preparedness and response. Consult with medical and administrative staff of local hospitals and academic centers and assist the Department in surveillance and planning for improvement of public health indicators. Assist the Department with writing local ordinances and the interpretation of state laws Perform related duties as needed. QUALIFICATIONS: Knowledge of: Clinical medicine, public health and health care (e.9., epidemiology, biostatistics, environmental health, maternal and child health) management and administration Federal, State and local laws governing public health programs and laws, statutes, and regulations governing California Health Services providers and JCAHO and other regulatory requirements The legislative process Disaster preparedness and the National Incident Management System (NIMS) Principles of government organization, public financing, and budgeting Quality assurance as it applies to public health programs/services The latest developments in medicine including local public health programs and ethics Skill/Ability to: Serve as public health link to the local medical community and local medical association Understand, interpret and apply provisions of federal, state and local legislation, rules and regulations pertinent to the administration of Public Health programs, including COVID-19 protocols Evaluate health risks and hazards and communicate information effectively and proactively Facilitate the interaction of and foster partnerships with a complex mix of public agencies, community-based organizations, and the private sector that impact public health and policy DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 15 of 17 Provide written and oral communication in various forms such as reports, and recommendations, memos. Education and Experience: The candidate must be a physician. Any combination of education and experience that would likely provide the required knowledge and skills. Completion of a residency program and three years of administrative or supervisory experience. A Master's degree in Public Health and/or completion of a residency in preventive medicine is required. Licensure/Certification: License to practice medicine in the State of California and in good standing DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 16 of 17 EXHIBIT B SCHEDULE Hourly Rate: $300 per hour Consultant shall bill at the applicable hourly rate for services provided under the Services Agreement for City of Vernon Health Officer Services. Consultant shall submit invoices to the City of Vernon, Director of Health and Environmental Control on a bi-weekly basis. ln addition to the compensation provided above, the City will reimburse Consultant for reasonable travel-related costs and expenses for work performed under this contract, including mileage for ground transportation n the amount set forth by the lnternal Revenue Service standard mileage rate. Travel expenses or travel time beyond Southern California must be approved by the Director of Health and Environmental Control in writing and in advance. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F Services Agreement with Laurene Mascola, M.D., M.P.H. Page 17 of 17 EXHIBIT C EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A.Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B.Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C.Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D.Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E.Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. DocuSign Envelope ID: FA1BEBA7-1EFA-4BE4-89A0-D495DBFD1F7F