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HomeMy WebLinkAboutTri-City Healthcare District; 2014-01-01;AGREEMENT BETWEEN CITY OF CARLSBAD AND TRI-CITY HEALTHCARE DISTRICT (A California Hospital District) EMERGENCY MEDICAL TECHNiCIAN-PARAMEDiC FIELD CARE AUDITS THIS AGREEMENT is effective as of the first day of Januarv 2014. by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and TRI-CITY HEALTHCARE DISTRICT (a California Hospital District), and hereinafter referred to as "Consultant". RECITALS WHEREAS, Government Code section 37103 and other applicable provisions of law, authorize the City to engage specially trained and experienced person of firms for special services and advice financial, economic, accounting, engineering, legal, or administrative matters; and WHEREAS, the City requires the services of a consultant to provide continuing education to emergency medical technicians and paramedics (EMT-P) for recertification purposes pursuant to Article 1, Chapter 4 of Division 2.5 of the California Health and Safety Code; and WHEREAS, the Consultant is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed; and WHEREAS, the City has chosen Consultant to perform the needed work. NOW THEREFORE, in consideration of those recitals, and the manual covenants contained herein. City and Consultant agree as follows; 1. The above recitals are true and correct. 2. SERVICES TO BE PROVIDED BY CONSULTANT (A) Consultant shall act in a professional capacity to assist the City. Consultant's work shall materially conform to all applicable statues, laws, regulations, and professional standards for such work. During the term of this Agreement, Consultant shall remain in good standing as an authorized provider of continuing education for EMT-P recertification. (B) Consultant shall be responsible for: (1) Outlining instructional materials, goals, evaluations, tests, handouts, material, curriculum vitae, and sign-in sheets. (2) Maintaining course packets for a period of four (4) years from the date of course completion. (3) Preparing an organized review of field care using recorded or written patient care records focusing on the analysis and evaluation of specific interventions or skills provided during specific Advance Life Support (ALS) runs. (4) Providing continuing education in basic and advanced life support knowledge and skills to include airway management and cardiac resuscitation for on-duty personnel. (5) All teaching is to be done by Consultant staff or physicians or ancillary personnel associated with Tri-City Healthcare District. Any guest lecturer(s) requires City prior written approval before the start of the course. For the purposes of this section a "guest lecturer" is a person who is not an employee of Consultant or physician or ancillary personnel directly associated with Tri-City Healthcare District. 3. ASSISTANCE BY CiTY Subject to other provisions of this Agreement, the City shall be responsible for: (A) Scheduling each EMT-P for an organized review of field care. (B) Rescheduling EMT-P attendance when other training is in conflict or run volume precludes attendance. (C) Providing classroom space and necessary equipment for instructional purposes. 4. COMPENSATiON (A) Type: City shall pay consultant a fee as set forth below prior to being included in Consultant's ALS continuing education program; (1) Consultant shall provide continuing education and field care audits for each of the three fire department shifts four times a year, for four (4) hours per shift, at a rate of Three Thousand, Six Hundred and No/100 dollars ($3,600.00) annually. Consultant's cost shall be broken down as follows: (a) Preparation time: six (6) hours per month x four (4) months at Fifty and No/100 Dollars ($50.00) per hour = One Thousand Two Hundred and No/100 ($1,200.00) annually. (b) instructional time: twelve (12) hours per month x four (4) months at Fifty and No/100 dollars ($50.00) per hour = two thousand four hundred and No/100 dollars ($2,400.00) annually. (2) Expenses: The City shall not reimburse consultant for any expenses incurred by consultant in rendering services under this Agreement. (3) Sciiedule: Consultant shall bill the City of Carlsbad Fire Department at 2560 Orion Way, Carlsbad, CA 92010, for services rendered under this Agreement. Bill shall be made every four (4) months. Payment of any fee shall not constitute a waiver by the City of any breach of any part of this Agreement. (4) Ceiiing: In no event shall City be liable for paying more than Three Thousand Six Hundred and No/100 Dollars ($3,600.00) annually for Consultant's services rendered per this Agreement, except as provided in this subparagraph. City and Consultant recognize that the City lacks authority to exceed the cost ceiling, plus allowable change orders, if any, without the expressed authorization of the City Manager. If maximum cost to the City for this Agreement, including allowable change orders, it any, is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Agreement, but work by Contractor shall cease as soon as is reasonable feasible once the cost ceiling plus allowable change orders, if any, is exceeded. 5. PREVAILING WAGES (A) California Labor Code section 1771 requires prevailing wages to be paid to all workers employed on public works. Public works for the purposes of prevailing wages is set forth in Labor Code section 1720. If those sections of the Labor Code require Consultant to pay prevailing wages, Consultant shall pay any subcontractors and/or employees in material compliance with such applicable sections. 6. DISPUTES In the event of a dispute between parties to this Agreement, both of the parties agree to resolve said dispute by arbitration in accordance with the rules of the American Arbitration Association. Venue for the arbitration shall be North San Diego County, California. (A) If the parties hereto are unable, after good faith negotiations, which each hereby covenants to undertake, to resolve any and all disputes in respect to or arising under this Agreement, including, without limitation, in respect to the formation of this Agreement, or the construction of interpretation of this Agreement, any party may commence arbitration by sending a written demand for arbitration to the party or parties. Such demand shall set forth with particularity and with supporting detail or documentation the dispute or matter to be resolved by arbitration. (B) There shall be one arbitrator. If the parties shall fail to select a mutually acceptable arbitrator within ten (10) days after the demand for arbitration is mailed, each party shall then select its own arbitrator. The two (2) arbitrators so selected shall select a third expeditiously, and in no event later than thirty (30) days following the date of the original demand for arbitration. The fee payable to the arbitrator shall be based upon the then current fee schedule of the American Arbitration Association and shall be advanced one-half (1/2) by each party, upon written request ofthe arbitrator. (C) The parties shall not have the rights of discovery as provided for in the California Code of Civil Procedure. (D) Expect as set forth herein the arbitrator shall conduct the arbitration according to the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in San Diego, California, unless the parties otherwise agree. The arbitrator shall base the decision on the express language of this Agreement. Within ten (10) days after the arbitrator is appointed or as soon thereafter as shall be reasonably practicable, a hearing with respect to the dispute or matter to be resolved shall be conducted by the arbitrator. Each party may make written submissions to the arbitrator, and each party shall have a reasonable opportunity for rebuttal, but no longer than ten (10) days. As soon as reasonably practical, by no later than ten (10) days after the hearing is completed, the arbitrator shall arrive at a final decision, which shall be reduced to writing, signed by the arbitrator and mailed to each of the parties and their legal counsel. 7. TERM OF AGREEMENT (A) This Agreement shall take effect on the date first date written above. (B) This Agreement shall be in effect for a period of twenty-four (24) consecutive calendar months. The Parties may enter into extensions of this Agreement upon mutual written agreement, provided the annual increase in the ceiling described in paragraph 4(A)(4) does not exceed ten percent (10%) of the prior year's ceiling. (C) Either party may terminate this Agreement by tendering thirty (30) days' written notice to the other party. After expiration or termination and upon request of a party, the other party shall assemble all documents owned by the requesting party in the other party's possession and put them in order for proper filing and closing, and deliver said documents to the requesting party. 8. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling. Neither party is to be considered an employee of the other party, nor shall any employees of a party be considered employees of the other party, for any purpose. Consultant shall be under the direction and control of City staff only as to the results to be accomplished. 9. OWNERSHIP OF DOCUMENTS All plans, sketches, drawings, reports, instructional materials, tests and specifications as herein required are the property of the Consultant, whether the work for which they are made may be executed or not. In the event this Agreement is terminated and at the end of the term of this Agreement, all such plans, studies, sketches, drawings, reports and specifications shall be retained by the Consultant. City may obtain a copy of the training records for any EMT-P for its records. 10- ASSIGNMENT AND SUBCONTRACTING (A) Consultant shall not assign this contract, any part thereof, or any compensation due there under without the prior written consent of the City. (B) Consultant shall be responsible to the City for any material acts and omissions of Consultants sub-consultants, including persons either directly or indirectly employed by sub-consultants, in the event Consultant subcontracts any of the work to be performed under this contract. Consultant is liable for material acts and omissions of Consultant and employees of the Consultant. (C) Nothing in this Agreement shall create any contractual relationship between City and any sub-consultant of Consultant, but Consultant shall bind every sub-consultant and every sub-consultant of a sub-consultant by the terms of this contract applicable to Consultant's work, unless such change, omission, or addition is approved in advance in writing by the City Manager. All sub-consultants are subject to the prior written review and approval of the City Manager. (D) All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 11- PAROL ASSIGNMENTS No oral agreement or representation by an officer, agent or employee or either party made before, during, or after the execution of this Agreement shall become part of this Agreement except to the extent such oral agreement or representation is expressly reflected in this written Agreement or written amendment to this Agreement. In light of the City's right and duty to protect the public's interests and the City's legal obligation to have authority for its acts, executed oral amendments shall be subject to the provisions of Section 4 above, dealing with exceeding the cost ceiling for this Agreement. 12. HOLD HARMLESS (A) Consultant is responsible as the provider of continuing education and is not responsible or liable for the services provided by the City. The City agrees to defend, indemnify, and hold harmless Consultant from any liability or damages arising out of the services covered under this Agreement resulting from the act or omission of the City, its employees or authority agents. (B) The City is responsible for scheduling each EMT-P field review and attendance and for providing facilities and equipment for training. The City is not responsible for the services provided by Consultant. Consultant agrees to indemnify and hold harmless the City from any liability or damages arising out of the services covered under this Agreement resulting from the act or omission of the consultant, its employees or authorized agents. (C) This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California. 13. CONFLICT OF INTEREST REQUIREMENT Each party agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of the consultant to the City, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the California Government Code, otherwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, each party warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political reform Act and that to the best of that party's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform Act) that would disqualify that party from participation in any decisions arising out of the performance of this Agreement. 14. SEVERABILITY The provisions of this Agreement shall be deemed severable and if any portions shall be held invalid, illegal, or unenforceable for any person by a court or governmental agency, the remainder of this Agreement shall be effective and binding upon the parties. 15. CAPTIONS Any captions to or headings of the articles, sections, subsections, paragraphs, subparagraphs or subdivisions of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any of its provisions. 16. WAIVER OF PROVISIONS Any waiver of any terms and conditions of this Agreement must be in writing and signed by the parties. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions of this Agreement. 17. NOTICES Any notice, which either party may desire to give to the other party, must be in writing and may be given by personal delivery or by mailing the same registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party set forth below or such address as the parties may hereinafter designate by giving notice in the manner provided for herein. Any notice given by mail will be deemed given forty-eight (48) hours after such notice is deposited in the United States mail, addressed as provided, with postage fully prepaid. For Citv For Consultant Tri-City Healthcare District (a California Name Linda Allington Name Hospital District) Title EMS Manager Title Base Hospital Nurse Coordinator Department Fire Department Address Tri-City Medical Center City of Carlsbad 4002 Vista Way Address 2560 Orion Way Oceanside, CA 92056 Carlsbad, CA 92010 Phone No. (760) 931-2141 Phone # (760)724-8411 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. TRI-CITY HEALTHCARE DISTRICT (a California Hospital District) CITY OF CARLSBAD, a municipal corporation of the State of California (sign nere) (print name/title) (si^irhere) Mike Davis, Fire Chief (print name/title) ATTEST: APPROVED AS TO FORM: CELIA A. BREy\JEH.^a^PSH^0rney City Attorney BA^5BAf?A ENGLES