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Home My WebLink AboutA5510 - CALIFORNIA EMERGENCY PHYSICIANS MEDICAL GROUP INDEMNITY, INCFIRST AMENDMENT TO INDEMNITY AGREEMENT This FIRST AMENDMENT TO THE INDEMNITY AGREEMENT between the CITY OF PALM SPRINGS, a municipal corporation ("City") and CALIFORNIA EMERGENCY PHYSICIANS MEDIAL GROUP, a medical partnership ("Doctor") is made and entered into, to be effective this � y of , 2009, as follows: RECITALS A. Brian Anderson, M.D. ("Dr. Anderson"), a partner of California Emergency Physicians Medical Group, previously provided professional medical services as the Medical Advisor/Director for the City's EMT-D and EMT-P (Paramedic) programs on a volunteer basis ("Medical Advisor Services"). B. City and Doctor entered into that certain Indemnity Agreement dated and effective July 6, 2007 (the "Agreement") to clarify the City's indemnification obligations for the services provided to City by Doctor within the scope of the Medical Advisor Services. The Agreement identified Dr. Anderson as the Medical Advisor/Director for the City's Medical Advisor Services. C. The parties desire to amend the Agreement to substitute Babak Khazaeni, MD, FACEP, a partner of California Physicians Medical Group, as the Medical Advisor / Director for the City's Medical Advisor Services in place of Dr. Anderson. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: The first recital to the Agreement is hereby amended in its entirety to read as follows: WHEREAS, Babak Khazaeni, MD, FACEP, is a partner of California Emergency Physicians Medical Group, and also provides professional medical services as the Medical Advisor/Director for the City's EMT-D and EMT-P (Paramedic) programs on a volunteer basis ("Medical Advisor Services"). 2. Section 5 of the Agreement, entitled "Notices," is hereby amended in its entirety to read as follows: Notices. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing delivered by hand, sent prepaid by overnight delivery service or sent by registered or certified mail, postage prepaid, return receipt requested as follows: 610216.1 ORICINAL BID AND10R AGRcEMEXT If to City: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Chief Blake Goetz Copy to: Douglas C. Holland, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 If to Doctor: Babak Khazaeni, MD, FACEP Emergency Services Desert Regional Medical Center 1150 N. Indian Canyon Drive Palm Springs, CA 92262 (760)323-6680 FAX (760) 323-6791 BabakKhazaeni@cep.com When delivered by hand, notice shall be deemed given upon delivery to the intended recipient. When sent by overnight delivery service, notice shall be deemed given on the business day immediately following the date on which such notice is sent. When sent by registered or certified mail, notice shall be deemed to have been given two (2) days after the same has been deposited in any United States Mail Post Office Box to which the notice is addressed. The addresses or addressees for the purpose of this paragraph may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice is received, the last address or addresses as stated by written notice shall be deemed to continue in effect for all purposes hereunder. 3. All provisions of the Agreement not affected herein shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Indemnity Agreement as of the date first above written. [SIGNATURES ON FOLLOWING PAGE] 610216.1 "CITY" "DOCTOR" CITY OF PALM SPRINGS, a California Babak Khazaeni, MD, FACEP Municipal Corporation Partner CALIFORNIA EMERGENCY By; �� PHYSICIANS MEDICAL GROUP, David H. Ready, Cit ger a Medical Partnership JA�j �,� B: ATTEST Ba ak Khazaeni, MD, FACEP By: By: James Thompson, City Cler�oypp� . rio, c,�Presi ent APPROVED AS TO FORM: � u Dougl Holland, City Attorn APPROVED By CITY MANAGER � By: lin-ass' ` w4t \ APPROVED BY CITY MANAGER W216.1 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT ("Agreement") is entered into this _ ,t day of 200 by and between the CITY OF PALM SPRINGS, a California municipal co ation ('City and CALIFORNIA EMERGENCY PHYSICIANS MEDICAL GROUP, INC. (collectively, "Doctor"). WHEREAS, Brian Anderson, M.D., is a Partner of California Emergency Physicians Medical Group, Inc., a professional provider, and also provides professional medical services as the Medical Advisor/Director for the City's EMT-D and EMT-P (Paramedic) programs on a volunteer basis ("Medical Advisor Services"). WIIEREAS, in consideration for Doctor's Medical Advisor Services to the City, the parties, pursuant to the terms of this Agreement, wish to clarify City's indemnification obligations for the services provided to City by Doctor within the scope of the Medical Advisor Services. NOW THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Indemnity. City agrees to indemnify and defend Doctor, his agents or employees, against, and will hold them harmless from all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, crrors, omission or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, fine or entity arising out of or in connection with the performance of the work or activities of City, its agents, employees, or contractors or arising from City's performance or failure to perform any term, provisions, covenant or condition in connection with the Medical Advisor Services provided to City by Doctor. In connection with City's indemnification hereunder, Doctor agrees that, promptly after becoming aware of any threatened or actual claims or liabilities, Doctor shall notify City of such claims or liabilities against Doctor or City within the scope of the indemnity provided herein. Doctor shall immediately upon receipt provide City with true, complete, and correct copies of all such notices and other documentation related to said claims or liabilities. 2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the parties agree to submit to the jurisdiction of California courts. 3. Amendments. Neither this Agreement, nor any of the provisions hereof, may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought. No waiver of any of the provisions of the Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 1 52J5MU 4. Counterparts, , ins Agreement may be executed in any cumber of counterparts. Each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 5. Notices. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing delivered by hand, sent prepaid by overnight delivery service or sent by registered or certified mail, postage prepaid, return receipt requested as follows: If to City: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Chief Blake Goetz Copy to: Douglas C. Holland, Esq. Woodruff, Spradlin & Smart 701 South Parker Street Suite 8000 Orange, California 92868-4760 If to Doctor: Brian Anderson, MD Emergency Services Desert Regional Medical Center 1150 N. Indian Canyon Drive Palm Springs, CA 92262 (760)323-6680 FAX (760) 323-6791 BrianAnderson@cep.com When delivered by hand, notice shall be deemed given upon delivery to the intended recipient. When sent by overnight delivery service, notice shall be deemed given on the business day immediately following the date on which such notice is sent. When sent by registered or certified mail, notice shall be deemed to have been given two (2) days after the same has been deposited in any United States Mail Post Office Box to which the notice is addressed. The addresses or addressees for the purpose of this paragraph may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice is received, the last address or addresses as stated by written notice shall be deemed to continue in effect for all purposes hereunder. 6. Arbitration (a) Statute. On the written demand of either party, any claim or dispute under this Agreement shall be resolved through binding arbitration, pursuant to the California Code of Civil Procedure, Section 1280, et seq. (the "Arbitration Statute"), including Section 1283.05. (b) Demand. The request to arbitrate shall be made within a reasonable time after the claim or dispute has arisen, and in no event shall it be made after the date when the applicable statute of limitations would bar initiating legal or equitable proceedings. 2 5^-45AD.2 (c) Selection of Arbitratoz. The parties shall jointly select an arbitrator to hear and resolve the dispute. If the parties fail within fifteen (15) days to agree on the appointment of an arbitrator, then the hearing arbitrator shall be appointed in accordance with the procedures set forth in the Arbitration Statute. Any arbitrator designated herein shall be a retired judge of the California Superior Court or a higher California court. (d) Decision. The arbitrator shall decide the matter in dispute in accordance with the procedures set forth in the Arbitration Statute. The arbitrator shall not award exemplary or punitive damages. Judgment upon the award rendered by the process of arbitration may be entered in any court having competent jurisdiction thereof, (e) Cost. The two parties shall equally divide the cost of the arbitration itself, including the cost of the record of transcripts thereof, if any, or in such other proportions as the arbitrator shall decide, and attorneys' fees with respect to the arbitration, shall be recovered as provided in Section 7 below. 7. Attorneys' Fees. If any legal action or any arbitration of other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. 8. Change in Law. In the event that any applicable federal or state statutes or rules or regulations are amended, modified, or altered, such that this Agreement or any material term or condition becomes illegal or unlawful, the parties hereby agree that they will negotiate in good faith in order to create another arrangement which approximates, as closely as possible, a legal equivalent of the Agreement. 9. Force Maieure. No party shall be liable nor deemed to be in default for any delay or failure in performance under the Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, strikes or other work interruptions, or any similar or dissimilar cause beyond the reasonable control of any party. However, all parties shall make good faith efforts to perform under this Agreement in the event of any such circumstance. 10. Headings. The section, paragraph, subdivision, and other headings in this Agreement are for convenience only and are not a substantive part of this Agreement. 11. Severabiiity. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement should be prohibited or deemed invalid under any applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and neither the remainder of such provision nor this Agreement shall be invalidated as a result. 12. Use of Terms. Where necessary to carry out the intentions of this Agreement, all words used herein in the singular shall extend to and include the plural; all words used in the 3 R2JFM2: plural shall extend to ana include the singular and all words useu in any gender shall extend to and include all genders. 13. Entire Agreement. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein and shall be of no further force or effect. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written. "CITY" CITY OF PALM SPRINGS, a California Municipal Corporation By: >✓� David H. Ready, City M James Thompson, City Clerk APPROVED AS TO FORM: Douglas C. Holland, City Attorney B. a 524380.2 "DOCTOR" Brian Anderson, M.D. Partner CALIFORNIA EMERGENCY PHYSICIANS MEDICAL GROUP, INC. M UA Its: Brian Anderson, M.D. APPROVED BY MY MANAGER Of ~Md", 10 Oki''. S�vIGCs- " p1fC10AGx'.0 VE ems; .. tbhs, suianas ,dartaxa.tescs .er �ru�ut�. lcs�es,, coals: �a1�am�ro�Iigg{is�, �, on�xry �atx�+,' � `�alefm� �k. ... RMURNTO. CITY CLERK GTY OF PM.M SPRiNOS SOX 2743 090;L . PAw SmNG% CA. gn" I QuEllu'Ll-. j" , 11'.111 11 , i iw I .;i� 44! w Qty qfl".,$Pm.p O"V41, ",Tom 04 -gWe 3Fh1t Wtwvr �l b,:* 'y _eAft ip ME ;ittlfirti'r� d►e eosC antbihator.d�ii.dt� �_ '�fafree in'�saR: �11.tLYb t�'t.'�S' ... •.. gt�b9:b�dtae6 OY:tSt�2S UF& *0 AN *ftd sweb"m PfWfq um'. APPRMOVOYMANMER �s 6 amA.5 5 to PMPNTQ: CITY CLERK CMOFPAMSf'f1IXGS WX2743 PAW SMINW. CA W= a