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Home My WebLink About10/18/2000 - STAFF REPORTS (9) >s DATE: October 18, 2000 TO: City Council FROM: Fire Chief APPROVE INDEMNIFICATION AGREEMENT WITH DR. GLEN GRAYMAN, M.D. FOR PROFESSIONAL MEDICAL SERVICES AS THE MEDICAL ADVISOR/DIRECTOR FOR THE CITY'S EMT-D AND EMT-P (PARAMEDIC) PROGRAM ON A VOLUNTEER BASIS ("MEDICAL ADVISORY SERVICES"). RECOMMENDATION: It is recommended that the City Council approve an indemnification agreement with Dr. Glen Grayman, M.D. for his volunteer professional medical services as the advisory to the City's EMT-D and EMT-P programs. BACKGROUND: Dr. Glen Grayman has served as the Medical Advisor to the Fire Department for more than twelve years without a formal indemnification agreement. This was discovered when the Paramedic Program was being initiated last Spring. Dr. Grayman is the Medical Director of the Richards Emergency/Trauma Center at Desert Regional Medical Center, and has been an instrumental part of the Fire Department's defibrillator and paramedic programs. It is necessary to have a medical advisor designated for quality control and oversight of our Emergency Medical Technician-Defibrillator (EMT-D) and Paramedic (EMT-P) operations. Under this agreement, the City agrees to indemnify and defend Dr. Grayman, his agents and employees against, and will hold them harmless from all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of work or activities of the City, its agents, employees, or contractors or arising from the City's performance of or failure to perform any term, provision, covenant or condition in connection with the medical advisor services provided to the City by the Doctor, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Doctor his agents or employees, who are directly responsible to the Doctor in connection therewith. The agreement is in the format acceptable to the City Attorney and has been reviewed as to form and content by Fred Galante, ESQ. The clause, "6. Arbitration", is normally not advised by the City Attorney. However, Dr. Grayman and his attorney feel strongly that this clause should remain in the agreement. In light of the length of our history and the fact that there are no fees charged by Dr. Grayman, the City Attorney does not object to the arbitration clause. APPROVE INDEMNIFICATION AGREEMENT WITH DR. GLEN GRAYMAN, M.D. FOR PROFESSIONAL MEDICAL SERVICES AS THE MEDICAL ADVISOR/DIRECTOR FOR THE CITY'S EMT-D AND EMT-P (PARAMEDIC) PROGRAM ON A VOLUNTEER BASIS ("MEDICAL ADVISORY SERVICES"). CITY OF PALM SPRINGS, CALIFORNIA / V Fire Chief �'iCity Manager REVIEWED BY DEPL OF FINANCE �i < (0013 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT ("Agreement") is entered into this day of October 2000, by and between the CITY OF PALM SPRINGS, a California municipal corporation ("City") and GLEN GRAYMAN, M.D., F.A.C.E.P., an individual, GLEN GRAYMAN, M.D., INC., and DESERT EMERGENCY PHYSICIANS MEDICAL GROUP, INC. (collectively, "Doctor"). RECITALS WHEREAS, Glen Grayman, M.D., is Medical Director of the Richards Emergency/ Trauma Center at Desert Regional Medical Center, and president, owner and professional provider of Desert Emergency Physicians Medical Group Inc. and Glen Grayman, M.D., Inc. acid in those capacities, 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"). WHEREAS, 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 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 aclaiowledged, 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, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm 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 of or failure to perform any tern, provisions, covenant or condition in connection with the Medical Advisor Services provided City by Doctor, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of Doctor his agents or employees, who are directly responsible to Doctor in connection therewith. In correction 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. 4084-0001 9412L (0 fi V 9412L01 PM00 -1- 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 this 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. 4. Counterparts. This Agreement may be executed in any number 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 communicationto 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 Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: David J. Aleshire, Esq. If to Doctor: Glen Grayman, MD, MBA, CPE, FACEP Medical Director Richards Emergency/Trauma Center Desert Regional Medical Center 1150 N. Indian Canyon Drive Palm Springs, CA 92262 (760) 323-6680 FAX (760) 323-6791 glen.grayman@tenethealth.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 94121.40 PM00 1 04650ow 94I21.01 PM00 -2- for the purpose of this paragraph may be changed by given 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 sec. (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. (c) Selection of Arbitrator. 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. 627/0 a084-ooa1 94121.m P19& �aizi. Moo -3- 9. Force Majeure. 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. Severability. 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 Terns. 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 plural shall extend to and include the singular and all words used in any gender shall extend to and include all genders. 13. Entire A reement. 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. [End- Signature Page Follows] 627/014084-0001 94121.01 PM00 -4- "DOCTOR" GLEN GRAYMAN, M.D., F.A.C.E.P., an DESERT EMERGENCY PHYSICIANS individual MEDICAL GROUP, INC., a California professional corporation By: GLEN GRAYMAN, M.D., INC., a President California professional corporation By: President "CITY" CITY OF PALM SPRINGS, a California ATTEST municipal corporation By: City Manager City Clerk APPROVED AS TO FORM: City Attorney"City" [End of Signatures] &AS 627/0140844001 94121.01 PM00 -5- MINUTE ORDER NO. APPROVING INDEMNIFICATION AGREEMENT WITH DR. GLEN GRAYMAN, M.D. FOR PROFESSIONAL MEDICAL SERVICES AS THE MEDICAL ADVISOR/DIRECTOR FOR THE CITY'S EMT-D AND EMT-P (PARAMEDIC) PROGRAM ON A VOLUNTEER BASIS ("MEDICAL ADVISORY SERVICES"). I hereby certify that this Minute order, approving indemnification agreement with Dr. Glen Grayman, M.D. for professional medical services as the medical advisor/director for the City's EMT-D and EMT-P (paramedic) Program on a volunteer basis ("medical advisory services") was adopted by the City Council of the City of Palm Springs, California in a meeting thereof held on October 18, 2000. PATRICIA A. SANDERS City Clerk