HomeMy WebLinkAboutWESTERN MEDICAL CENTER OF SANTA ANA (WMC-SA) -2011INSURANCk ON ?iL€ A-2011-093
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
CLERK OF COUNCIL
-DATE: MAY Q 5 2Q1? PROVIDER AGREEMENT
THIS AGREEMENT, made and entered into this 5?' day of April, 2011 by and between
WMC-SA, Inc., a Califomia corporation DBA Western Medical Center Santa Ana (hereinafter
"Provider"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a Provider having special skill and knowledge in providing
medical pharmaceuticals to paramedic vans in need of restocking.
B. Provider represents that Provider is able and willing to provide such services to the City.
C. In undertaking the performance ofthis Agreement, Provider represents that it is
knowledgeable in its field and that any services performed by Provider under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Provider shall keep each paramedic unit in full supply of medical pharmaceuticals.
2. COMPENSATION
a. City agrees to pay, and Provider agrees to accept as total payment for its services, the
rates and charges identified in Exhibit A. The total sum to be expended under this Agreement
shall not exceed $40,000.00, annually, during the term ofthis Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall authorize and cover activities undertaken starting March 1 , 201 1
and shall terminate on March 1, 2012, unless terminated earlier in accordance with Section 12,
below. The parties agree that the term ofthis Agreement may be renewed for two successive
one-year periods upon a writing executed by the Fire Chief and City Attorney, for City, and the
CEO for Provider.
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4. INDEPENDENT CONTRACTOR
Provider shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which Provider
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Provider shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Provider shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Provider shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Provider shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insureds) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Provider's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Provider shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Reserved.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Provider, if Provider has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to coiiuiiencing the
performance of the work under this Agreement, Provider agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $1,000,000 per claim.
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e. The following requirements apply to the insurance to be provided by Provider
pursuant to this section:
(i) Provider shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Provider fails or refuses to produce or maintain the insurance required by this section
or fails or refuses to furnish the City with required proof that insurance has been procured and is
in force and paid for, the City shall have the right, at the City's election, to forthwith terminate
this Agreement. Such termination shall not effect Provider's right to be paid for its time and
materials expended prior to notification of termination. Provider waives the right to receive
compensation and agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
6. INDEMNIFICATION
Provider agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees,
or other persons acting on their behalf which relates to the services described in section 1 of this
Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason of the
terms of, or effects arising from this Agreement. City may make all reasonable decisions with
respect to its representation in any legal proceeding.
7. CONFIDENTIALITY
If Provider receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Provider agrees that it
shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include
all nonpublic information. Confidential information includes not only written information, but
also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
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of the Provider disclosed in a publicly available source; (c) is in rightful possession of the
Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Provider without reference to information disclosed
by the City.
S_ CONFLICT OF INTEREST CLAUSE
Provider covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Fire Chief
City of Santa Ana
1439 S. Broadway (M-80)
Santa Ana, California 92702
telefacsimile (714) 647-5779
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Provider: Western Medical Center
1001 North Tustin
Santa Ana, California 92705
telefacsimile (714) 953-3613
Attn: Dan Brothman
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A party may change its address by giving notice in writing to the other party. Thereafter,
any other communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Provider, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Provider. The parties agree
that any terms or conditions of any purchase order or other instrument that are inconsistent with,
or in addition to, the terms and conditions hereof, shall not bind or obligate Provider nor the City.
Each party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Provider,
Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Provider shall be entitled to receive and the City shall pay Provider
compensation for all services performed by Provider prior to receipt of such notice of termination.
However, payment need not be made for work which fails to meet the standard ofperformance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
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employment related activities. Provider affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Provider shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Provider shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16_ MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each ofthe terms ofthis Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body ofthis Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA HUIZAR
Clerk of the Council
CITY OF SANTA ANA:
DA D N. AM
City Manager
APPROVED AS TO FORM:
JOSEPH STRA
Acting City ey
By:
Melissa rosthwaite
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
_ --jam _ ?---? ?? -?
<? - -fir
DAVID THOMAS
Fire Chief
PROVIDER
WESTERN MEDICAL CENTER
(/"?^
DAN BROTHMAN
CEO
Tax ID# 55-0883862
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Santa Ana Fire Department
1439 South Broadway Street Santa Ana, CA 9270?
('714) 647-5700
Pricing front VvosieiTj Medical Center San La Ana Pharmacy
Tanuary 2'011
[terra Description OLD
AWP
2 o l o A4-VP
2011 NEW
AWP .-F
10'%.
Adenosine 6nig/2ml vial 7.92 + 13.14 14.45
Albuterol 3 ail- (2.5 mg) Unit Dose Box/25 0.88 1.25 1.38
Arniodarone 450tng79tn1 vial 19.50 17.94 19.80
Atropine Vial I. mg / 1 all 1.60 1.45 1.60
ALropine Syringe i mg 10 ml (Prefilled) 4.68 4.80 5-28
Bacitracin Zinc (Dint 1/32oz Unit Dose 0.17 0.12 0.13
Chentstr-ip Blood Sugar Bottle 25 / bottle 62.04 60-65 66.72
Dextrose 50% Syringe, 50 ml 25 gin 5.94 7.20 7.92
Diphendydramine Prefilled Syringe 50mg/nil 1.65 1.57 1.73
Diphenclydramine 50mg/ml vial Xxxxxxx 098 1.08
Dopamine 400 eng / 5 nil vial 1.10 3,.92 4.31
Epinephrine Vial 1-1000 2.20 2.09 2.22
Epinephrine Syringe 1-1.0,000 short (prefilled) 2.75 4.79 5.27
Epinephrine I-1000 (1 mg / nil) 30m1 vial 49.50 8.40 9.24
Glucagon 1 rng / I ml vial 92.40 96.00 105.60
Glucose Solution 10 oz / 100 gm 3.08 2.80 3.08
Lidocaine Syringe 100 ing / 5 ml (pre filled) 4.40 4.80 5.28
Narcan Syringe 2 mg / 2 ml vial 23.10 2(,_34 22.37
Narc in 0.4 mg ml-lOnil vial
- 38.50 44 71 49-18
NitrV lycerine Spray Car L/150 149.60 l3-' 76 201.04
Nor+=..al Saline lOml vial 0.33 ( Os 5
Sodi.sn] Bicarbonate 44.6 meq / 50 t_.` vial 1.02 J)2 ]]
1-12
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalfofthe named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit ofthe
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective ,this endorsement form as a part of
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
-8-
U DATE (MM/DD/YYYY)
fa?ORO CERTIFICATE OF LIABILITY INSURANCE D4/05/2D„
??
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
`FLOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
PRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the eertiFcate holder is an ADDITIONAL INSURED, the policy(ies) must ba endorsed. IT SUBROGATION IS WAIVED, subject to
the t8rms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not oonfer rights to the
certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER N ME-
Marsh Risk & Insurance Services PHONE FAX
4695 MacArthur Court, Suite 700 ac No
(949) 399-5800 ? aooae ss?
License #0437153 PRODUCER
Newport Beach, CA 92660 _ _ Y
INSURED
Western Medical Center
'-:agra od Healthcare ;'? ? r.^ys.::c.
1301 North Tusfin Avenue
Santa Ana, CA 92705
INSURER A :Columbia Casualty Col
INSURER B : Lexington Insurance C?
,uclloce r -Philadelphia Insurance
... THIS•IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANV REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL 5 B POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE POLICY NUMBER MMIDD/YW MIDD Y
A GENERAL LIABILITY HMU 2097477891-4 04/01/2011 04/01/2012 EACH OCCURRENCE $
N
ED
O
A
A
X COMMERCIAL GENERAL LIABILITY C
e
SES
Ea o
P
E $
CLAIMS-MADE ? OCCUR MED EXP (An one arson $ _
X Healthcare CLAIMS MAQ?__
_C PERSONAL 6 ADV INJURY $
OV
?¦?( fY?
Professional Liab 3-6-OS GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ SEE BELOW
POLICY PRO LOC $
C
AUT
OMOBILE LIABILITY PHPK702938 /2 D4/01/2012 colnewED SINGLE LIMIT $ 1,000,000
(Ea accitlenQ
X C?' ?
M 1 HWAITE
ANY AUTO . BODILY INJURY (Per person) S
An
eft
..a
ue ?Y
ALL OWNED AUTOS
y
s
p
BODILY INJURY (Per accident)
$
SCHEDULED AUTOS
PROPERTY DAMAGE
X
HIRED AUTOS
(Per acdden[) $
X NON-OWNED AUTOS $
A X UMBRELLA uAB X
OCCUR HMU 2D97477891-4 04/0 V2011 04/01/2012 EACH OCCURRENCE $ 10,000,000
000
000/$10
000
000
excess of $2
000
10
000
EXCESS LIAB X CLAIMS-MADE ,
,
.
, AGGREGATE ,
,
g
SIR Professional Liability 8 GL
L
tt
S
DEDUCTIBLE SIR ee
e
$
X RETRO DATE--.3-8-OS $
RETENTION $
WORKERS COMPENSATION WC STAT U- OTH-
AND EMPLOYERS' LUi BI LITY
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ _
?
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) N / A
E.L. DISEASE - EA EMPLOYE
$
If yes, describe under
DESCRIPTION OF OPERATIONS below
EL. DISEASE -POLICY LIMIT
$
B EXCESS UMBRELLA 6796942 04/01/2011 04/01/2012 Each Occurrence 15,000,000
RETRO 3-&05 Aggregate 15,000,000
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 101, Atltlhlonal Remartts Schetlula, If more space Is raqulretl)
THE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS AND REPRESENTATIVES ARE INCLUDED AS ADDITIONAL INSUREDS WHERE REQUIRED BY WRITTEN CONTRACT.
S HOULO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CLERK OF THE CITY COU NCII- THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
OITY OF SANTA ANA
R PLAZA (M-30)
ZO CIVIC CEN TF
.
PO BOX 1988 AUTHORIZED REPRESENTATIVE
SANTA ANA, CA 92702-1988 of Marsh Rlsk a Insurance 5ervlcas
John Graef ?-
CJ 19823-ZOUY AGVKV GVKYVKAI Ivry. Nu ngno re:oar Yru.
ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD