HomeMy WebLinkAbout2013/12/10 Item 07 -�� �� CITY COUNCIL
. -��- AGENDA STATEMENT
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CHULAVISiA
Item No.: �
Meetine Date:12/]0/li
ITEn4 TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CIT1' OF
CHULA VISTA �VAIVING THE BIDDING REQUIREnZE\T
FOR PROFESSIONAL SERVICES BECAUSE OF THE SOLE
SOURCE EXCEPTIO\r AND AUTHORIZING THE CITP
A4?u1'AGER TO E\`TER INTO A T�VO-PARTY CONTRACT
�1'ITH THE UNIVERSITY OF CALIFORNIA, SAN DIEGO,
SCHOOL OF DZEDICINE, DEPART�4ENT OF ED4ERGENCI'
MEDICI�`E ("UCSD") FOR MEDICAL DIRECTOR SERVICES
FOR THE ALS PROGRAA?
SUBD4ITTED BY: FIRE CHIEF 1,f4�
REVIEV�'ED BY: CITI' �trL\AGER
4/�THS VOTE: YES NO X
SUIVIA�IARY
With the implementation of First Responder Advanced Life Support (ALS) proeram on July 2�.
20li, the need for support for the Chula Vista Fire Departmenrs (CVFD) emergency medical
sen�ices increased significantly. The Fire Department needs to establish policies and procedures
that ensure the hiehest qualit}� care is provided to our citizens and visitors. CVFD also needs to
ensure that processes aze in place to evaluate caze and recommend improvements to that caze.
CVFD personnel need to receive ihe appropriate high quality trainine to provide that caze as
issues involving caze become more comple�.
An integral member of that support team is the �4edical Director. The n4edical Director is a
ph}�sician who has received prehospital emergency medical sen�ices trainine and provides
expertise that Quides the Department's policies and procedures, qualitv improvement, and
training activities. The Medical Director also provides leadership in representing the City and the
Fire Department ���ithin the medicafcommunity as �+�ell. The \4edical Director ���ill sen�e as a
liaison and advocate for the City of Chula Vista and its Fire Department, �i�ith outside rewlatory
agencies such as the State of Califomia; County of San Diego, and local groups such as the base
hospital ph}�sicians and prehospital audit committees. .
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Date, Item No.: �
Meeting Date: 12/10/13
Page 2 of 4
The only facilit}� in San Diego County with the ability and e�+pertise to provide medical director
services is the University of California, San Diego, School of Medicine, Department of
Emergency Medicine ("UCSD"). UCSD has a unique performance capability because it is the
only academic medical center in San Diego County with the resources, staffing and esperience to
provide medical direction and access to academic facilities for ALS implementation. There are
no other academic medical centers in San Diego County that are associated with other healthcare
systems. UCSD is the only facility that participates in the training of paramedics, emergency
medicine physicians; and emergency medical services directors. As a designated Base Hospital,
they are active in the medical control of paramedic care. Consequently, staff is requesting the
Ciq� Council ���aive the bidding requirements contained in the Chula Vista Municipal Code and
enter into a sole source contract with UCSD for these services.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to
Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental revie�v is required.
RECOMMENDATION
City Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Back�round
Emergency Medical Services (EMS) has become a core function of the fire sen�ice over the last
40 years. Calls for medical assistance now constitute 85 percent of the requests for service in the
City of Chula Vista.
CVFD has been a provider of Basic Life Support (BLS) for the last 30 years. BLS caze does not
involve the administration of inedication or performance of procedures based on independent
assessment and judgment. By contrast, Advanced Life Support (ALS) involves the delegated
practice of inedicine through state, county, and provider agency regulations. The City Council
has authorized the Fire Department's transition from BLS to ALS and the funding necessazy for
this transition.
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Date, Item No.: 7
Meeting Date: 12/10/13
Page 3 of 4
The Califomia Code of Regulations, Title 22, defines the scope of practice for paramedics. The
state delegates the administration of practice to the Local Emereencv A�edical Sen�ices Aeenc}�
(LEMSA) ���ho determines «�hat the local standard of inedical caze shall be. Standardized
medical treatment protocols aze de��eloped to wide pazamedics in their deleaated practice.
Online medical direction is pro��ided bv desienated base hospitals through their ph}�sician siaff.
The provider agenc}� can further define �a�hat their policies shall be concernino medical caze and
equipment.
The primarv role of the Medical Director for the provider agencp is to assist i❑ establishing
policies and procedures that enhance the qualiri- and safet�� of pre-hospital caze provided to the
citizens and visitors of Chula Vista. The Medical Director is an integral part of the qualit}�
improvement process ��fiere caze provided is evaluated and improvements are recommended.
Another role for the �4edicai Director is the direct provision or widance of inedical trainine;
based on evidenced-based medicine and best practices. The Medical Director serves as a liaison
to state and count}� agencies as �+�ell as to the local medical community.
In 2013, the Ciri� entered into an a�reement �vith the Counri� of San Diego; Health and Human
Sen�ices Department; and Emergency Medical Services Di��ision to provide ALS. The pro��ision
of ALS requires a le�°el of inedical espeRise to establish proper policies and procedures. quality
impro��ement and education.
The Cit}� does not emplo}� staff ���th the level of espertise in this specific azea of prehospital
medical practice of emergenc}� medicine. Given the compleait}� of ALS implementation and the
lona-term nature of the ALS Pro�am, this expertise is best obtained in a contractual relationship
for medical director services.
UCSD has a unique performance capability because it is the only academic medical center in San
Dieeo County ���ith the resources, staffine and esperience to provide medical direction and
access to academic facilities for ALS implementation. There are no other academic medical
centers in San Dieeo County ���ith the resources and abilih� to provide the Medical Director
sen�ices.
UCSD is ��Rlline to have one of its doctors, Mr. John Serra, A4.D.; to ser��e as the Medical
Director for the Chula Vista Fire Department provided that City is «<illing to compensate UCSD
for his services in the amount of�40,000 per annum for t���o (2) }ears. To have Dr. Serra serve as
the n4edical Director it is necessarv for the City Council to n°aive the bidding requirements
because of UCSD`s sole source professional sen�ices.
DECISION-D'L1KER CONFLICTS:
Staff is not independently a«�are, nor has staff been informed b}� any Cin� Councilmember, of
anv other fact that mav constitute a basis for a decision mal:er conflict of interest in this matter.
This contractual aereement is consistent �ti�ith the cities strateeic plan, as medical direction is a
requirement of the ALS proeram; ���hich is incorporated ���ithin the plan itself.
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Date, Item No.: �
Meeting Date: 12/10/13
Page 4 of 4
CURRENT YEAR FISCAL IMPACT
The current }�ear fiscal impact is for the term from January 1 thru June 30, 2014. The total
amount is $20,000 for this prorated contract year. These funds are a��ailable in the current ALS
Program budget.
ONGOING FISCAL IMPACT
The ongoing fiscal impact will be $40,000 per year as specified in the contract (total $80,000 for
two years). These funds are already included in the ALS Program budget, with no additional
impact on the general fund.
ATTACHMENTS
Attachment A—Resolution
Attachment B—Two-Party Agreement
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RESOLUTION NO. 2013-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA \�'AIVII�'G THE BIDDING
REQUIREMENT FOR PROFESSIONAL SERVICES BECAUSE
OF THE SOLE SOURCE EXCEPTION A\'D AUTHORIZING
THE CITY MANAGER TO ENTER INTO A T�'�'O-PARTY
CO\iTR.ACT «'ITH THE iJNI\'ERSITY OF CALIFORi\T1A.
SAN DIEGO. SCHOOL OF MEDICINE. DEPARTMENT OF
EMERGEI�'CY �4EDICII�iE ("UCSD") FOR MEDICAL
DIRECTOR SERVICES FOR THE ALS PROGRAh4
R'HEREAS; the Cih� of Chula Vista has vaditionall}� provided emereency medical
sen�ices in the Ciri�: and _
\'�''I-IEREAS, the City of Chula Vista, under direction pro��ided bv the Citti� Council, has
increased this sen�ice to First Responder Ad��anced Life Support (ALS); and
R'HEREAS, in 2013, the Ciri� entered into an aereement �vith the Countv of San Die2o.
Health and Human Services Department, Emereency Medical Services Division to provide ALS;
and
�VHEREAS, the provision of ALS requires a level of inedical expertise to establish
proper policies and procedures; quality impro��ement, and education; and
l'�'HEREAS, the City does not employ staff ���ith the level of espertise in this specific
area given the complexin� and surroundine issues reearding implementation of ALS; and
��'HEREAS. the Citv has considered alternatives for medical direction and come to the
conclusion; for the reasons set forth below, that UCSD is uniquely qualified to fill this role; and
WT3EREAS, UCSD has a unique performance capabilin� because it is the only academic .
medical center in San Dieeo Counrv with the resources, staffing and esperience to pro��ide
medical direction and access to academic facilities in order to facilitate implementation of ALS;
and
\VHEREAS. there are no other academic medical centers in San Dieeo Countv «�ith the
resources and ability to provide medical director services; and �
��HEREAS. UCSD is ���illine to have one of its doctors. Mr. John Serra. M.D.. to seme
as the Medical Director for the Chula Vista Fire Department provided that City is ���illine to
compensate UCSD for his sen�ices in the amount of�40,000 per annum for n��o (2) years.
J:Wttornev�F'I1�AL RESOS AND ORDINA\CES�013U2 10 13Utem 8 -CVFD Dledical Director.docx
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Resolution No.
Page 2
I�'OW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby based on the Recitals set forth above and incorporated herein, the City Council
finds the Regents of the University of California, a California constitutional corporation, on
behalf of the University of California, San Diego, Scl�ool of Medicine, Department of
Emereency Medicine ("UCSD"), to be uniquely qualified for medical director professional
services and a sole-source candidate for the same.
BE IT FURTHER RESOLVED based on this finding, to the extent applicable, the Cit��
Council waives the competitive bidding processes contained in Chula Vista Municipal Code
Sections 2.56.070(A) and 2.56.110 as impractical and.determines that the City's interests ��ill be
materially better served by working exclusively with UCSD to provide medical director
professional services: and
BE IT FURTHER RESOLVED the City Council approves a contract bet�i�een the City of
Chula Vista and the Regents of the University of California, a Califomia constitutional
corporation, on behalf of the University of California, San Diego, School of Medicine;
Department of Emergency Medicine ("UCSD"), with such minor modifications as may be
required or approved by the City Attomey, a final copy of which shall be hept on file with the
City Clerk and hereby authorizes the City Manager to execute the same.
Presented by Approved as to form by
C��/�
Dave Hanneman Glen R. Googins �v2 6 RG—
Fire Chief City Attorney
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TI� ATTACHED AGREEMENT HAS BEEN REVIEWED
AI�TD APPROVED AS TO FORM BY THE CITY
ATTORI`'EY'S OFFICE AND \�'ILL BE
FORMt1LLY SIGI�TED UPON APPROVAL BY
THE CITY COUNCIL
�_�� �
Glen . oogins
City Attornev
Dated: G� - 2 �z - � �
MEDICAL DIRECTOR AGREEMENT
BETWEEN
THE CITY OF CH[7LA VISTA
THE REGENTS OF THE UI�TIVERSITY OF CALIFORi�TIA
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MEDICAL DIRECTOR AGREEMENT
THIS MEDICAL DIRECTOR AGREEMENT (the "AgreemenY') is entered into this
first day of October, 2013 (the "Effective Date"), by and between the City of Chula Vista ("City"),
and The Regents of the Universiry of Califomia, a California Constitutional corporation, on behalf
of the University of California, San Diego, School of Medicine, Department of Emergency
Medicine ("UCSD") or ("Contractor").
V�'I�REAS, City operates an emergency medical practice providing services to several
hospitals and has the need for a physician to provide medical direction and oversight of nursing,
EMT, and paramedics along with supervising programs of quality improvement, chart reviews,
monitoring phazmacy and drug usage;
WHEREAS, UCSD employs physicians with training in medicine and emergency
medicine, and in particulaz, John Serra, M.D. ("Physician) is willing to provide services of
Physician to perform such medical direction;
WHEREAS, City desires to secure, and UCSD desires to provide, on a nonexclusive
independent conuactor basis services of Physician;
NOW, THEREFORE, it is agreed:
1. Contractor Services. Contractor shall work closely with and report to City's Division General
�Manager or its designee. The scope of the work to be performed under this Agreement
includes, but is not 1'united to, the activities specified on E�ibit A (the "Services") which is
attached hereto, and such other work as may be reasonably requested from time to time.
Contractor acknowledges that City is relying upon Contractor's reputation and representations
that it can fully perform the Services set forth in this Agreement on a timely basis..
Accordingly, Contractor acknowledges and agrees that time is of the essence in the
performance of its Services hereunder. "Contractor" as used in this Agreement includes
Contractor's affiliates, employees, officers, directors, agents and representatives, successors
and assigns.
1.1 If Physician shall become permanently unavailable, for any reason, Conttactor
may, in its sole discretion, appoint another physician or ternunate this A9reement.
If Contractor elects to appoint another physician, such an appointment shall be
made with the prior written consent of Ciry and such services shall be provided
pursuant to the terms of this Agreement.
1.2 Conflict of Interest. City acknowledges that Contractor has executed a Medical
� Director Agreement (effective date April 1, 2012) with Rural/Metro Corporation
("Rural/Metro") for Physician's services. Therefore, should City require a review
of ambulance transport (or medical care) services provided by Rural/Metro,
Conttactor agrees that Physician shall identify, and Contractor shall appoint another
UCSD physician to provide an independent review for City for such Rural/Metro
services.
2. Chanees. At any tune, City may request Contractor to make changes to the Services within the
general scope of this Agreement such as, but not limited to, alterations in, additions to or
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delerions from the work, or changes in the sequence of the performance of the work.
Contractor shall thereafter modify the Services to be performed hereunder. Any changes
involving compensation must be agreed upon by both parties in H�ritine at the time the change
is made.
3. Certifications and Licenses. Conuactor is and shall continue to be properly licensed to
practice medicine in the State of Califomia at all times durine the term of this Agreement. In
addition, Contractor agrees to be bound by the principles of ethics of the American Medical
Association, and all applicable professional societies and reeulatory bodies, as well as the
requirements of Applicable Law during the term of this Aereement.
4. Oualificarions to Participate in Federal and State Healthcare ProQrams. Both parties represent
and warrant that (a) neither it nor any employee, agent, or independent contractor provided
under this Agreement is excluded from participation under any Federal Health Caze Program
for the provision of items or ser��ices for which payment may be made under a Federal Health
Caze Program; (b) neither it nor any employee, agent or independent contractor provided under
this Agreement has been convicted of a felony relating to health caie fraud as defined under 42
U.S.C. §li20a-7(a)(3); and(c)no final adverse action, as such term is defined under 42 U.S.C.
§1320(a)-7(c)has occurred or is pending or threatened againsi either party or to its knowledge
against any employee; agent or independent conu�actor engaeed to provide items or services
under this Agreement (collecrively "Exclusions/Adverse Actions"). During the term of this
Agreement, each party agrees to notify the other party in writing of any Exclusions/Adverse
Actions within ten (10) days of leaming of any such Exclusions/Adverse Acrions and provide
the basis of the Exclusions/Adverse Actions. Each party acknowledges that the exclusion of
any employee, agent or independent conh�actor from participation in the Federal Health Caze
Proo ams shall result in his or her immediate removal from the performance of duries and
responsibiliries for the other party under the terms of this Agreement. Each party
acknowledges and agrees that any Exclusions/Adverse Actions of or against it or any
employee, agent or independent contractor utilized, d'uectly or indirectly, in the performance
of this Agreement may sen�e as the basis of an immediate termination of this Agreement by
the other party. For purposes of this Agreement, a "Federal Health Caze Progam" shall mean
any plan or proeram providing health caze benefits, whether directly through insurance or
otherwise, that is funded duectly, in whole or part, by the United States Govemment(other
than the Federal Employees Health Benefits Program), or any State health caze program and
shall include, by way of example, the Medicaze and Medicaid programs.
�. .Oblieations. Ciry shall pay Contractor for Services as more specifically described on Exhibit
A �i�ithin thirty (30) days from date of receipt of invoice.
6. Term and Termination. The term of this Agreement shall commence on the Effective Date and
shall be for a period of two (2) yeazs. Either pany may terminate this A�eement without
cause at any time by giving the other pariy thirty (30) days advance w�ritten notice of
termination. In addition, either party may temunate this Agreement for cause for a breach of
any term of this Agreement upon providing five (5) days advance written nouce to the
breaching pam�, setting forth the nature of the breach, and if, w�thin five (�) days from receipt
of such notice, breaching pazty does not cure the breach H�thin the five (5) day period. The
term of this Aereement may be renewed by a written amendment to this Ageement executed
by the parties.
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7. Audit. At reasonable times and upon reasonable prior notice, City may examine Contractor's
records and operations which pertain to the Services to verify performance hereunder.
8. Use of Resources. Any equipment, materials or other items provided or paid for by City (i)
shall remain the property of City, (ii) shall be used by Contractor only in performance of the
Services, and (iii)reriuned to City upon request or at the completion of Services. If given
authorization to utilize City's resources, Contractor agrees to use the same exclusively in
performing Services. Any other or unauthorized use will subject Contractor to immediate
termination. In the event of such temunation, City shall retain and hereby does not waive any
possible legal action or remedies available arising from, or out of this and/or any breach of this
Agreement by Contractor.
9. Notification. Each party shall keep the other party informed of its policies, procedures
(including revised copies of its standazd operating procedures and standards of conduct utilized
in connection with the Services) and acUvities relevant to its obligations under this Agreement,
and shall meet with representatives of the other party, at mutually acceptable tunes, on a
regulaz basis to review procedures,policies and quality of services. Each party shall update
the other party with any material amendments to its policies and procedures that it makes from
time to time.
10. :Uarranties & Representations.
a. Contractor warrants and represents (i) that it shall perform itshus/her services in accordance
with medical industry standards; (ii) that to the best of its knowledge all goods and Services
reflected in its billing have been furnished as so represented; (iii) all information supplied to
and all representations made to City shall be true, accurate and complete and in the event such
information or representation(s) made herein become inaccurate or incomplete, Contractor will
promptly notify City in writing of such occurrence; (iv) it shall perform all its obligarions and
maintain all records and patient information used for the performance of services under tlus
Agreement in compliance with Applicable Law and as a"Business Associate" as defined by
the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d through
d-8, as amended ("HIPAA"), and the Health Information Technology for Economic and
Clinical Health Act of 2009 ("HITECH Act), 45 CFR Parts 160, 162 and 164 in the Business
Associate Agreement; (v) it has not been and/or is not currently suspended and/or found in
violation of any Applicable Law and/or state or professional licensing group standards; and
(vi) there is no pending, threatened, and/or anticipated proceeding or litigation against, relating
to, or arising out of its medical license and/or medical practice.
b. Each party represents and warrants to the other that (i) it has the right to enter into this
Agreement, to grant the rights granted in this Agreement and to perform fully all of the
services and obligations contemplated by this Agreement; (ii) the consent of no other person,
political body, boazd of directors or entity is necessary for it to enter into and fully perform
this Agreement; (iii) the person entering into this Agreement is authorized to sign this
Agreement on behalf of the party; and, (iv) the parties have reviewed this Agreement with
their respective legal counsel to the party's satisfaction or voluntarily waived their right to do
so.
11. No Patient Care & Ambulance Ride Alones. Contractor acknowledges that Contractor's
Services do not include actual patient treatment and/or care. In ihe event Physician desues to
ride along in an ambulance, Physician shall execute the Non-Employee Voluntary
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Participation in D2edicai & Fse Response - Assumption of Risk; `T+'aiver Release &
Indemnification Agreement; and specificall}� agrees and understands that parient caze and/or
u�eatment is outside the scope of this Agreement and any patient treatment or caze that
Physician provides is neaanent or care delivered in the course of the Contractor's medical
practice.
12. Contractor is Independent Contractor. In the performance of this Agreement, Contractor is
acting as an independent contractor and it, or iu Physician employee, will not be treated as an
employee with respect to the Services provided pursuant to this Agreement for federal tax or
any other purpose. I�iothing in this Agreement shall be construed as creating an employment
relationship, agency, partnership, or joint venture between the parties. ConRactor hereby
acknowledges and agrees that it shall be responsible for procuring and maintaining any and all
health, workers' compensation, and any other additional insurance for its employees and to
protect its assets. In addition, Conuactor payment for Services rendered shall be made in the
gross aznount, w2thout withholding for federal, state or local income tases unless City is
required by Applicable Law to w�thhold. Ciry shall not be responsible for the payment of any
F.I.C.A., F.U.T.A. or other similaz charges with respect to Contracfor and Contractor agrees to
pay all self-employment and other taxes, including income t�es and estimates thereof, as shall
be required by the Intemal Revenue Code of 1986, as amended, and the Applicable Law of any
other government entity having jurisdiction over Contractor. Except as espressly provided in
this Agreement, Ciry shall have no d'uection, supervision or control over Contractor or its
employees. Each party shall control and d'uect the methods by which it performs its
responsibilities hereunder. Except as provided herein, neither party is authorized to act on
behalf of the other in any other matter whatsoever.
13. Indemnification. Each party, its officers, d'uectors, and employees ("Indemnitor") shall
indemnify and hold harmless the other, its officers, directors, and employees, ("Indemnitee")
for; from and against all costs, claims, losses, liabilities; penalries, fines, citations, expenses,
forfeitures or other damages, including but not limited to settlements, defense costs,
judgments, court costs, expert(s) fees and reasonable feesof attomeys, incident to, and which
it may incur, become responsible for, or pay out as a result of death or bodily injury to any
person; desh�uction or damage to any property, contaznination of or adverse effects on the
environment, or any violation of any Applicable Law, to the extent that such damage was
caused by, in whole or in part, incident to or azose out of this Agreement and the Indemnitor's:
(i) breach of this Agreement; or (ii) negligent or willful act(s) or omission(s); or(iii) violation
of Applicable Law; (iv) any employment, workers' compensation or other related claim by
Indemnitor's employees, agenu or subcontractors. I�'othing in this secrion shall limit ar.y right
to contribution or other allocation of fault between the parties as determined by a court of
competent jurisdicdon and as permitted by all Applicable Law. Contractor shall have full and
exclusive liability for, and shall indemnify and defend Ciry and its affiliates, shazeholders,
directors, officers, employees and agents against any loss, cost, liability or claun related to any
taxes and conuibutions for unemplo}'ment insurance, workers' compensation, retirement
benefits, life insurance, and any other employment-related claim, chazge and/or litigation,
benefits, costs, obligations, safety requirements or duties w�th respect to Contractor's
employees, agents or contractors but only in proportion to and to the extent such liability, loss,
expense, attomeys' fees, or claims for injury or damages aze caused by or result from the
negligent or intentional acts or omissions of Contractor; its officers and employees. Conffactor
shall maintain appropriate insurance to protect City accordingly. �
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14. EXCLUSIO?�T OF CERTAII�T DAMAGES. IN NO EVENT SHALL EITHER PARTY, ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS,
SHAREHOLDERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO
THE OTHER PARTY FOR LOST PROFITS, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE BASIS OF THE
CLAIM, WHETHER IN CONTRACT, TORT, STRICT I,IABILITY,NEGLIGENCE OR
OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Compliance with Applicable Law. Both parties agree to be in full compliance with all
Applicable Law related to this Agreement and shall immediately notify the non-breaching
party in the event it has failed to comply with this Section. In such an event, the non-
breaching party may immediately terminate this Agreement. "Applicable Law" shall include
ail federal, state and local laws, statutes, regulations, codes, ordinances, professional rules,
licensing requirements or standazds, and/or Executive Orders, as amended, applicable to the
services and/or obligations of the parties hereunder. ,
16. Compliance Proeram and Training. Contractor acknowledges that it has received copies of
City's Corporate Compliance Program ("Program"), including its Code of Ethics and Business
Conduct and its Anti-Kickback Statute. Contractor shall comply with all aspects of the
Program, Code of Ethics and Business Conduct, and the Anti-Kickback Statute, including any
required City compliance training related to each.
1'7. Compliance with Anti-Kickback Statute. Each party shall comply with the Federal Health
Care Programs' Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and any applicable regulations
promulgated thereunder. The parties further recognize that this Agreement shall be subject to
the amendments of the Anti-Kickback Statute or any of its applicable regulations. In the event
any applicable provisions of the Anti-Kickback Statute or its regulations invalidate, or are
otherwise inconsistent with the terms of this Agreement, or would cause one or both of the
parties to be in violation of the law, the parties shall exercise theu best efforts to accommodate
the terms and intent of this Agreement to the greatest extent possible consistent with the
requirements of the Statute and its applicable regulations.
18. Fair Market Value. This Agreement has been negotiated at arms length and in good faith by
the parties. Nothing contained in this Agreement, including any compensation paid or
payable, is intended or shall be construed: (i)to require, influence or otherwise induce or
solicit either party regazding referrals of business or patients, or the recommending the
ordering of any items or services of any kind whatsoever to the other party or any of its
affiliates, or to any other person, or otherwise generate business between the parties to be
reimbursed in whole or in part by any Federal Health Caze Program, or(ii) to interfere with a
patienYs right to choose his or her own health caze provider.
19. Re latory Chan�es. City reserves the right to modify this Agreement, upon thirty (30) days
notice to Contractor in the event any Applicable Law or government policy or program change
is passed or adopted affecting City's rates and/or obligations.
20. Confidential Information. In addition to Protected Health Information as defined by the
Health Insurance Portability and Accountability Act of 1996, as amended, during the course of
perfornung this Agreement, each party may from time to time receive confidential information
about the other including but not limited to information about the party's customers,patients,
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practices, procedures, strategies, organizarion, financial and other related informarion. K�either
pany shall use or disclose any such confidential information for any purpose other than the
lunited purpose of performing its obligafions under this Agreement, without the prior express
written permission of the supplying party. City's copyrighted materials and procedures shall be
and remain the sole property of City. If a party is served wzth a subpoena or other legal
process conceming confidential information of the other party; that party shall immediately
(not more than 48 hours after the receipt) norify the supplying party and shall cooperate with it
in any lawful effon to contest the legal validiry of such process the supplying party may wish
to pursue. Upon the terminarion of the Aereement for any reason, or at any time Ciry may so
request, Conffactor shall promptly deliver to Ciry all confidential informauon delivered to
Contractor by City, including any copies in iu possession, it being agreed that such
confidential information is the property of Ciry.
21. Intentionallv Omitted.
22. O�mership of Work, Materials. and Documenu. All documents including, but not 1'united to,
deliverables, manuals, provrams, designs, reports, protocols, computer programs, code,
softwaze, development, systems design, specifications, and any other pertinent data, in
whatever form of inedia, specifically prepazed for, produced, and/or resulting from
Contractor's performance of Services herein ("�Vork") aze works for hire and are, or shall
become the exclusive property of City. To the extent that title to any such Work may not, by
operation of law, vest in City or such ��'ork may not be considered works for hire, Consultant
irrevocably assigns all rights, ritle and interest in Work to City. All such Work shall belong
exclusively to City, except as set forth herein, with City having the right to obtain and to hoid
in its own name, copyrights, registrations, or such other protection as may be appropriate to
the subject matter, and any extensions and renewals thereo£ Except as provided herein, each
party reserves all their respective rights, title, and ownership in their respective intellectual
properry includine, but not limited to, righu in any materials, business processes, computer
code, software, or documentation, owned or developed by or for each party respecrively and
independentl;� of this Agreement, and such intellectual property shall remain the sole property
of Contractor or City respectively.
23. Force Majeure. Either party shall be excused for failures and delays in performance of iu
respective obligauons under this Agreement due to any cause beyond its con�ol and without
fault, including «�ithout limitation, any act of God, waz, riot or insurrection, law or regulation,
strike, flood, fire, terrorism; explosion or inability due to any of the aforementioned causes to
obtain]abor; materials, roadways or facilities. Nevertheless, each party shall use iu best
efforts to avoid or remove such causes and to continue performance whenever such causes aze
removed, and shall notify the other party of the problem.
24. Publicitv Provision. I�Teither party shall use any�ademarks, service mazks, visual product
representations, trade names, logos or other commercial or product designations of the other
party, or disclose such without said party's express prior written consent. In particulaz, neither
party shall identify or make reference to the other party in any advertisine or other promotional
modality regazdless of its form without explicit prior written consent from said party.
25. IP Provision. Nothing in this Agreement is intended to grant a license or any rights of any
narure whauoever to City's intellectual property which may include but is not lirnited to its
any of its patents, mask work rights, trademazks, trade names; service mazks, logos,
copyrights, derivatives; softwaze or any other inte!lectual property riehu of Ciry.
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26. Dispute Resolution. In the event of a dispute, the parties will consider the use of inediation
and/or arbitration to resolve the dispute instead of litigation except for actions involving equity
or injunctive relief and/or Contr�actor's failure to pay City any amounts due.
27. Leeal Fees. In the event either party brings any action for any relief, declaratory or othenvise,
arising out of this Agreement, or on account of any breach or default hereof, the prevailing
party shall be enritled to receive from the other pariy, reasonable attomeys' fees, costs, and
expenses related to such acrion.
28. Notices. Any notice required or permitted to be given pursuant to any provisions of this
Agreement shal] be given in writing, and deposited in the United States mail,postage pre-paid,
registered or certified mail, retum receipt requested, or by a nationally recognized overnight
courier service,properly addressed to the following addresses:
To City: To Contractor:
City of Chula Vista UCSD Health Sciences
276 Fourth Avenue Assistant Vice Chancellor
Chula Vista, CA 91910 9500 Gilman Dr. MC0602
Atm: Chris Scott La Jolla, CA 92093-0602
The notification addresses listed above may be changed by either party with proper notice as
listed above.
30 Assienment. Neither party may assign this Agreement to a third party (except to an affiliate,
subsidiazy or by way of inerger by the sale of substantially all the assets) without the prior written
consent of the other party, which shall not be unreasonably withheld. City may subcontract its
obligations under this Agreement without the Contractor's consent. This Agreement shall be
binding upon and for the sole benefit of the parties hereto and their respective successors and
permitted assigns.
31 Wavier. The failure by either party to insist on str�ict performance by the other party of any
provision of this Agreement shall not be a waiver of any subsequent breach or default of any
provision of this Agreement.
32 Severabilitv. If any portion or portions of this Agreement shall be for any reason invalid or
unenforceable, the remaining portion(s) shall be valid and enforceable and carried into effect
unless to do so would cleazly violate the present legal and valid intention of the parties hereto.
33 Survival. Any provisions of this Agreement creating obligations extending beyond the term of
this Agreement shall survive the expiration or termination of this Agreement, regardless of the
reason for such termination.
34 Headines. The headings used in this Agreement are for convenience only and do not limit the
contents of this Agreement.
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3� Variations of Pronouns. All pronouns and variations thereof will be deemed to rzfer to the
masculine, feminine, or neuter, singulaz or plural, as the identity of a person, persons, or en*�ty
may require.
36 Amendments. Any amendmenu to this Agreement shall be effective only if in w2-iting and signed
by authorized representatives of both parties.
37 Govemina Law and Entire A�eement. This Aereement shall be subject to and govemed .
according to the laws of the State of California, regazdless of whether either party is or may
become a resident of another state. The parties agree that the venue and jurisdicrion shall be
exclusively in the state and federal courts located in the County of San Diego in the State of
California. This Agreement constitutes the entire agreement and understandin2 between the
parties with respect to the subject matter hereof and supersedes any previous agreements or
understandings, whether oral or written.
38 Authorization for Aereement. All necessary laws, resolutions, and corporate actions have duly
authorized the execution and performance of this Aereement and this Agreement constitutes the
valid and enforceable obligations of the parties in accordance with its terms.
39 ?�'o Third Partv Beneficiarv. Neither party intends in any manner whatsoever to create an interest
or beneficiary in a third party.
40 Exhibits. All Exhibits referenced herein are incorporated into this Agreement in their entirety.
Agreement when used throughout this Agreement shall include all referenced Exhibits.
41 Agreement Controls. If.there exists or is alleeed any ambiguity, difference or inconsistency
between the terms oi this Agreement and the E�ibit(s), then notwithstanding anything to the
contrary in the Exhibit(s), the terms of this Agreement shall prevail over; govem, supersede and
pre-empt the terms of the Exhibit(s).
42 Counteroar[s. This Agreement may be executed in several counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.
Si ature paQe immediatelv follows
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Il��WITNESS WIIEREOF,the parties hereto have caused this Agreement to be eaecuted
by their authorized representatives on the day and yeaz first above written.
CITY CONTRACTOR
The City of Chula Vista The Rege of the University of California
By: By:
ene aseg a
Name: Associ te D an for Administration
UCSD Health Sciences
Title: Date: �J �� �,�
Date:
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E7�IIBIT A
Contractor Ser��ices
1) Medical Di;ector oversight and consultarion for parient caze services pro�zded by City.
2) Prior to any ride-alongs, Contractor shall execute a?�TOn-Employee Voluntary Participation
in Medical & Fire Response & Assumption of Risk, Waiver, Release & Indemnification
Agreement, a form of which is attached hereto as E�ibit A-1.
3) As considerarion for Contractor's Services, Ciry shall pay to Contractor the sum of
�3,33333 payable on a monthly basis. Contractor shall deliver an itemized invoice on a
monthly basis no later than the tenth day of the month following Services rendered to CiTy
detailing (i) the date Services were provided, (ii) a brief descriprion of the Services
provided, (iii) the number of hours of Services provided, (iv) the dollaz amount per item
due to City, and (v) any pre-approved out-of-pocket costs incurred that are directly related
to perfomung the Services. Contractor shall be reunbursed for all agreed to and pre-
approved out-of-pocket costs incurred that aze directly related to performing the Services
under this Aereement. Con�actor shall coordinate all travel and accommodations in
connection with the Services �vith the Ciry uavel office.
Invoices shall be sent to: Chris Scott ,
Email: cscott(cr�chulavistaca.eov
Payments shail be made payable: The Regents of UC
and sent to: UC3D Emergency Yiedicine
Atm: Maegan Cazey
9�00 Gilman Drive, MC 8676
La Jolla, CA 92093-8676
4) City and Contractor acknowledge that the amount of time required of Contractor each
month likely will fluctuate and there is no minimum or ma�cunum amount of hours per
month for which Contractor is engaged. However, it is estimated that Contractor's sen�ices
will be required for up to riventy (20)hours per month.
�) Such other duties as may be mutually agreed upon from time to time and added to this
Exhibit A.
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Exhibit A-1
NON-EAZPLOYEE VOLUNTARY PARTICIPATION IN
MEDICAL & FIRE RESPONSE
ASSUMPTION OF RISK, .
WAIVER, RELEASE & INDEMNIFICATION
AGREEMENT
[Insert Correct City Legal Entity] (hereinafter referred to as
"City") provides medical transportation and/or fire emergency response services and activities related
thereto (hereinafter referred to as "Response Services"). I, , [Print
Name of Participant] living at [Insert Full
AddressJ desire to participate in, observe and/or otherwise take part in Response Services. I
ACKNOWLEDGE THAT MY PARTICIPATION IN THE RESPONSE SERVICES IS
STRICTLY AS AN OBSERVER AND I FURTHER ACKNOWLEDGE THAT I WII.L NEITHER
BE PERMITTED TO NOR WILL I RENDER ANY PATIENT CARE.
In consideration of City's consent to allow me to participate in its inherently dangerous and risky activity
of Response Services, I hereby knowingly, freely and voluntarily agree as follows:
Renresentations. I represent to City that I am legally competent and age eighteen or older and my
driver's license number is , for the State of which states my birth
date as . I acknowledge that I am not an employee or agent of City. I represent that I
do not have a medical or physical condition or infectious disease which could be triggered by
participating in Response Services or that could endanger the public and/or myself by participating in
Response Services. I understand that if I received a small pox vaccination that I maybe contagious for up
to four (4) weeks after my inoculation and I specifically represent that I have not had the small pox
vaccination or it has been at least four (4) weeks from my inoculation. r,vlrtaLs
Medical Doctor (Applicable to Medical Doctors Onlvl. If the non-employee ride along is a Medical
Doctor, I specifically agree and understand t6at patient care and/or treatment is outside the scope
of this Agreement and any pafient treatment or care that I provide is treatment or care delivered in
the course of my medical practice. imrracs
Disclaimer of Warrantv. I understand that each situation that City responds to is based on
incomplete and limited information provided often under extreme and emergency conditions and
�vhich may or may not be ultimately accurate. Moreover, I understand that each situation will
contain unforeseen and unknown hazards, dangers and risks to me and to City. City's Response
Services are based upon whatever current information is available, at the time of the Response
Services are provided so I expressly understand and agree that City makes no representation or
warranty expressed or implied, written or oral regarding Response Services to me and to what I
may or may not be exposed. 1NirrAr.s
Assumntion of Risk. I voluntarily and freely, with full understanding that I may be exposing myself
to extreme danger, emotional trauma and other risks. I assume all risks in connection with the
Response Services. I acknowledge that participaring in Response Services may result in, but is not
limited to bodily injury, death, emotional trauma, burns, extreme noise, extreme lights and/or
Chula Vista EmerMed k2014-0104 cnsll fnldoc.doc 12f3/2013
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esposure to hazards and/or diseases like airborne or bloodborne pathogens, bacteria or other
harmful transmissions to me. Ezposure to an airborne or bloodborne pathogen may result in the
transmission of AIDS, hepatitis, TB or other infectious diseases. lu�nfrs
Endanaerment. I AGREE TO FOLLOR' ALL IIVSTRUCTIOIVS, PROCEDURES, 1'IEASURES
AND DIRECTIONS GIVEN BY CITY a1� iTi�`DERSTAND VIY FAILURE TO DO SO iVL�Y
RESULT I]V PROPERTY DAiI'iAGE OR IIVJURY OR DEATI3 TO A'� OR TO A THIRD
PARTY. I U\�DERSTAi1� THAT �'IY PARTICIPATION IlV RESPONSE SERVICES NLaY BE
TERIVIINATED AT ANY TIME FOR Ai\�Y REASO\' BY CITY. fNrri,ss
Insurance. I understand that I am completely responsible for all insurance coverage which I may
wish to purchase to cover my participation in the Response Services.
Confidentialitv of Protected Health Information. During my par[iciparion in Response Services, I
acknowledee that I may be exposed to confidential information and/or Protected Health Information (for
example, patient identiry, care and/or h-eahnent information) as defined under HIPAA (referenced
below). I acknowledee that City and the activzties involved in Response Services aze subject to broad,
extensive and comprehensive privacy and confidenrialiry laws and regularions protecting patient caze
information. I understand that I am legally obligated and personally responsible for holding this
information con£identially and not disclosing it to anyone unless such disclosure is permitted under the
Heaith Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d through d-
8 ("HIPA.A"), the Health Information Technology for Economic and Clinical Health Act of 2009, and any
current and future rules and regulations promulgated thereunder, includine without limitation, the federal
privacy regulations as contained in 45 CFR Parts 160 and 164, the federal security regulations as
contained in 4� CFR Parts 160, 162 and 164, and other federal or state privacy laws. rn��rr�rs
Information regarding a patient is strictly confidential, its disclosure to anyone not
specifically permitted is strictl}� prohibited by law. I specifically agree to: review City's HIPAA
Policies prior to my participation in the Response Services; not to take, copy or disclose to the
media or anyone any information I receive, observe, view and/or otherwise have access to arising
out of, in any manner whatsoever, my participation in Response Services; unless required by la�i�
and�you have provided notice to City of the request prior to disclosure; adhere to HIPAA and other
federal and state privacy laws and regulations; keep all Protected Health Information as defined by
HIPAA confidential; and not to disclose any Protected Health Information and/or other
confidential information unless so pemutted under applicable law. mm,ats
Compliauce with Applicable Law. I agree to comply with all Applicable Law during my participation.
".Applicable Law" shall include all federal, state and local laws, statutes, regulations, codes, ordinances,
rules and/or Executive Orders, as amended.
WAIVER, II�'DEMi1ITY &RELEASE
I waive, release and discharge City, its parent, subsidiaries and affiliates, and its and their
respecti��e officers, directors, stockholders, employees, agents, representatives, insurers, successors
and assigns, of and from any cost, expense, claim, demand, right or cause of acrion, of any kind or
❑ature whatsoever, whether based �on tort, contract, warranty, or other t6eory of recovery, at law
or in equity, vested or contingent, that I or my spouse, family, parents, children, estate, heirs,
agents, insurers, successors or assigns ma}� at any time have as a result of the Response Services for
City. In addition, I hereb}� agree to save, hold, defend and indemnif}� City, its parent, subsidiaries
Chula Vs;�Ert�..tA1ed�2Q14-010Scnslt WCoc.doc 77.(3fL0;3
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and affiliates, and its and their respective officers, directors, stockholders, employees, agents,
representatives, insurers, successors and assigns, of and from any cost, expense, claim, demand,
right or cause of action, of any kind or nature whatsoever, whether based on tort, contract,
warranty, or other theory of recovery, at law or in equity, vested or contingent, that may result,
directly or indirectly, from my action or inaction, including my participation in City Response
Services. m�rrArs
I UNDERSTAND THAT THIS WAIVER, RELEASE AND INDENINITY IS INTENDED TO
WAIVE, RELEASE, DISCHARGE AND INDENINIFY IN ADVANCE CTTY, ITS PARENT,
SUBSIDIARIES AND AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, STOCKHOLDERS, EMPLOYEES, INSURERS, AGENTS, REPRESENTATIVES,
SUCCESSORS A1VD ASSIGNS, FOR, FROM AND AGAINST ANY AND ALL LIABILITY TO
ME ARISING FROM THE RESPONSE SERVICES CITY IS INVOLVED IN. THIS INCLUDES,
WITHOUT LIMITATIOl�', ANY LIABILITY (INCLUDING CONSEQUENTIAL, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGES) ARISING FROM INJURY OR DAD2AGE THAT I
SUFFER OR CAUSE DURING THE RESPONSE SERVICES, INCLUDING, WITHOUT
LINIITATION, DEATH, INJURY, EMOTIONAL TRAUMA, BURNS, ILLNESS, DISABILITY,
EXTREME LIGHTS, EXTREME NOISE OR OTHER DAMAGE TO MY PERSON AND/OR
PROPERTY OR TffiRD PARTY, AND ALL RISKS CONNECTED THERETO, �'VHETHER
FORESEEN OR UNFORESEEN, RESULTING FROM NEGLIGENCE OR OTHERWISE.
/NITIALS
I agree that this Waiver and Release is intended to be as broad and inclusive as pernritted by the laws of
the State of . If any provision of this Waiver and Release shall be ineffective or invalid,
such provision shall be ineffective or invalid only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Waiver and Release,
which shall remain in full force and effect. iNrr�Ars
Dutv to Inform. So long as I participate in Response Services, in the event any representation or
obligation of mine in this Agreement is no longer accurate, or true, I agree to inform City
immediately in�t�iting of such occurrence. I realize that City is relying upon my representations
and agreements made in this Agreement and that my failure to adhere to this Agreement could
seriously injure someone, cause their death or damage property. iNrrracs
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I HAVE READ THIS AGREEMEI�' eLND THE R'A1VER, RELEASE A\'D L\"DEb21'ITY BEFORE
SIGNING TT,AND FUI:LY iTNDERSTAND Ai�TD AGREE TO TTS TER�11S.
By:
\'ame:
Date:
AGREED fu\TD ACCEPTED
[insert R/DZ entity]
By:
r��e:
Its:
Date:
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