CONTRACT 6093 Service AgreementAgreement No. 6093
AGREEMENT BETWEEN
THE CITY OF HAWTHORNE AND THE CITY OF EL SEGUNDO
FOR SUPPLEMENTAL LAW ENFORCEMENT (MEDICAL DIRECTOR) SERVICES
This Agreement is made this I" day of July 2021, by and between the City of El Segundo,
California ("El Seguxrdo") and the City of Hawthorne, California ("Hawthorne"), both of which
are California municipal corporations and general law cities (hereinafter referred to individually
as a "Party" and collectively as the "Parties").
RECITALS
A. Pursuant to Government Code sections 54981 and 54982, the legislative body of any
local agency (here, El Segundo) may contract with another local agency (here,
Hawthorne) for the performance of municipal services or functions, including law
enforcement services.
B, El Segundo police officers provide limited medical services under California Code of
Regulations, Title 22, Division 9, Chapter 1.5.
C, The medical services provided under the said California Code of Regulations, Title
22, Division 9, Chapter 1.5 require training and education as well as a quality
improvement and reporting program.
D. Therefore, El Segundo is desirous of contracting with Hawthorne for supplemental
medical oversight, training, and education in order to comply with California Code of
Regulations, Title 22, Division 9, Chapter 1.5.
E. Hawthorne is willing and able to render- these supplemental medical oversight,
training, and education services to El Segundo pursuant to the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions set
forth below, the Parties agree as follows:
1. _mmrap f Sep yac.
1.1. Hawthorne agrees, through its Police Department, to provide El Segundo the
services listed in Exhibit A, "Scope of Services", herein attached and incorporated
to this Agreement.
1.2. Hawthorne shall provide and supply a licensed physician to provide the medical
oversight and any services requiring a licensed physician. The licensed physician
will herein be referred to as the "Medical Director".
1.3, The services performed by Hawthorne, the discipline of Hawthorne employees,
and other matters incident to Hawthorne's performance of supplemental services,
Agreement No. 6093
including the control of its employees, shall remain with Hawthorne and shall be
performed pursuant to Hawthorne's Police Department's policies and procedures.
El Segundo agrees to cooperate in any investigation initiated by Hawthorne
related to the services performed by Hawthorne under this Agreement, the
discipline of Hawthorne employees, or other matters incident to Hawthorne's
performance of supplemental services under this Agreement.
1.4. Under no circumstances shall Hawthorne's inability or failure to provide the
above services because of a "Force Majeure Event" constitute a breach of this
Agreement. A "Force Majeure Event" includes, but is not limited to, any fire,
flood, act of God (earthquake, tsunami, volcanic eruption, hurricane, tornado,
lightning, etc.), governmental action, or acts or threats of the following: terrorism,
epidemic, pandemic, viral outbreak, war, revolution, natural disaster, riot, strike,
lockdown, or any event beyond Hawthorne's reasonable control, or that makes
performance inadvisable, impracticable, illegal or impossible in Hawthorne's
determination.
1.5. In consideration of the above, El Segundo agrees to do the following:
1.5.1. Make available to Hawthorne any currently existing documents, data, or
information required for the performance of the services listed in Exhibit
A, "Scope of Services.
1.5.2. Designate a representative authorized to act on behalf of El Segundo with
respect to Hawthorne's medical oversight.
1.5.3. Promptly examine and render findings on all documents submitted by
Hawthorne for staff review by El Segundo,
1.5.4. El Segundo will provide an adequate classroom sufficient to provide
quality instruction.
1.5.5. El Segundo will have the option of storing the educational documents and
any QI/QA files at a designated locked storage location of their choice.
1.5.6. El Segundo has the option of designating a representative to work in a
collaborative role with the Hawthorne Medical Director in order to gain
experience and knowledge in emergency medical services / tactical
medicine.
2. Cost Reimbursement. El Segundo will compensate Hawthorne for the services
performed in an amount not to exceed $25.000 a year. Hawthorne shall deliver to El Segundo a
written estimate of costs for providing services. Hawthorne will invoice El Segundo for the
services within thirty (30) days following completion of each month when services were
provided or performed. El Segundo will pay any undisputed amount within thirty (30) days of
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receipt of the invoice. The invoice and payment shall each be delivered pursuant to the Notice
requirements in Section 8.
3. "fermi of Agreement. This Agreement is effective upon execution by both Parties and
shall remain in effect for tlr��azs,.
4. Status of the Parties. Hawthorne is acting as an independent contractor and its
employees, subcontractors, and agents are not employees, officers, agents, or partners of El
Segundo by virtue of this Agreement or by providing the services under this Agreement. Each
Hawthorne employee shall remain in the employ of and under the control of Hawthorne, and El
Segundo shall have no liability to Hawthorne for any compensation or benefits of any Hawthorne
employee, including but not limited to workers' compensation coverage, in connection with the
performance of duties or services for El Segundo.
Hawthorne and its employees, subcontractors, and agents shall perform the services and
obligations under this Agreement according to Hawthorne's own means and methods of work
which shall be in the exclusive charge and under the control of Hawthorne, and which shall not
be subject to control or supervision by El Segundo except as to the results of the work.
5. Official Status of Hawthorne Officers„and Emmloyees. For the purpose of performing
services and functions pursuant to this Agreement and only for the purpose of giving official
status and authority to the performance thereof, and not to establish an agency or employment
relationship, medically trained Hawthorne employees have the authority to assist and provide the
services listed in the contract.
6. Modification. This Agreement may be modified or amended only by a written agreement
executed by both of the Parties,
7, si gnLiLi t. The Parties understand that their unique status as public entities is the sole
inducement for each to enter into this Agreement. For this reason, the Parties agree that they will
not assign or transfer any portion of or interest in this Agreement. Any attempt to assign or
transfer any portion of this Agreement will be void.
8. Notices. All notices required by this Agreement must be in writing and will be deemed
served when delivered personally, by email, or on the third business day after deposit in the
United States mail, postage prepaid, registered or certified, addressed as follows:
CITY OF EL SEGUNDO: CITY OF HAWTHORNE:
City Manager Interim City Manager
350 Main Street 4455 W. 1261h Street
El Segundo, CA Hawthorne, CA 90250
Email: sniitnick@elsegundo.org Email: vnorris@hawthorneca.gov
Agreement No. 6093
9. California„_Law. This Agreement shall be construed in accordance with the laws of the
State of California.
10. Insurance. Hawthorne maintains sufficient liability coverage against claims for injuries
to persons or damage to property that may arise from or in connection with the performance of
the services by Hawthorne or Hawthorne's agents, representatives, and employees for the
duration of this Agreement. Hawthorne shall furnish El Segundo with original certificates or a
letter of self-insurance to satisfy the insurance coverage required herein. Hawthorne must obtain
insurance that, at a minimum, meets the requirements for insurance as set forth below:
10.1 The City of Hawthorne is a self -insured public entity with a self -insured retention
limit of $500,000,00. An excess liability policy is provided through the Independent
Cities Risk Management, 18201 Von Karman, Suite 200, Irvine, CA 92612, (949) 349-
9882, in the amount of $3,000,000.00.
10.2 Workers Compensation Insurance. Hawthorne shall maintain workers compensation
insurance as required by the State of California, with a limit of no less than $1,000,000
per accident for bodily injury or disease.
11. Indemnification.
11.1 In contemplation of the provisions of Section 895.2 of the California Government
Code imposing certain tort liability jointly upon public entities solely by reason of
such entities being parties to an agreement, each of the Parties to this Agreement,
to the maximum extent permissible by law, will assrune the full liability imposed
upon it or any of its officers, agents or employees for inju. y caused by any act or
omission occurring in each Party's performance of this Agreement to the same
extent that such liability would be imposed in the absence of Section 895.2. To
achieve such purpose, and pursuant to Government Code Section 895.4, each of
the Parties indemnifies and holds harmless the other Party for any liability, cost or
expense, as described below.
11.2 The City of El Segundo shall indemnify and hold harmless the City of Hawthorne
and its officers, agents and employees, or any of them, from any and all claims,
actions, suits, liability, loss, costs, expenses and damages of any nature
whatsoever, by reason of or arising out of any act or omission of the City of El
Segundo, its officers, agents and employees, or any of them, in the performance
of this Agreement. In the event that any such suit based upon such claim, action,
loss or damage is brought against the City of Hawthorne, the City of El Segundo
shall defend the same at its sole cost and expense; provided, that the City of
Hawthorne reserves the right to participate in such suit if any principle of
government law is at issue. If final judgment in such suit be rendered jointly
against the City of Hawthorne and the City of El Segundo and their respective
officers, agents and employees, or any of them, and the City of El Segundo is held
solely liable, the City of El Segundo shall satisfy the sarne. If both the City of
Hawthorne and the City of El Segundo are held liable for each Party's respective
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Agreement No. 6093
act or omission, each agrees to pay its pro rata share based on its percentage of
fault, in. satisfaction of the judgment.
In executing this Agreement, the City of El Segundo does not assume liability or
responsibility for or in any way release the City of Hawthorne from any liability
or responsibility which arises in whole or in part from the existence or effect of
City of Hawthorne policies, procedures, rules or regulations. If any cause, claim,
suit, action or administrative proceeding is commenced in which the
enforceability and/or validity of any such City of Hawthorne policy, procedure,
rule or regulation is principally at issue, the City of Hawthorne shall defend the
same at its sole expense and if judgment is entered or damages are awarded
against the City of Hawthorne, the City of El Segundo or both, the City of
Iawthorne shall satisfy the same, including all chargeable costs and attorney's
fees.
11.3 The City of Hawthorne shall indemnify and hold harmless the City of El Segundo
and its officers, agents and employees, or any of them, from any and all claims,
actions, suits, liability, loss, costs, expenses and darnages of any nature
whatsoever, by reason of or arising out of any act or omission of the City of
Hawthorne, its officers, agents and employees, or any of them, in the performance
of this Agreement. In the event that any suit based on such a claim, action, loss or
damage is brought against the City of El Segundo, the City of Hawthorne shall
defend the same at sole costs and expense; provided that the City of El Segundo
retains the right to participate in said suit if any principle of government law is at
issue. If final judgment in such suit be rendered jointly against the City of El
Segundo and the City of Hawthorne and their respective officers, agents and
employees, or any of them, and the City of Hawthorne is held solely liable, the
City of Hawthorne shall satisfy the same. If both the City of Hawthorne and the
City of El Segundo are held liable for each Party's respective act or omission,
each agrees to pay its pro rata share based on its percentage of fault, in
satisfaction of the judgment.
In executing this Agreement, the City of Hawthorne does not assume liability or
responsibility for or in any way release the City of El Segundo from any liability
or responsibility which arises in whole or in part from the existence or effect of
City of El Segundo policies, procedures, rules or regulations. If any cause, claim,
suit, action or administrative proceeding is commenced in which the
enforceability and/or validity of any such City of El Segundo policy, procedure,
rule or regulation is principally at issue, the City of El Segundo shall defend the
same at its sole expense and if judgment is entered or damages are awarded
against the City of El Segundo, the City of Hawthorne or both, the City of El
Segundo shall satisfy the same, including all chargeable costs and attorney's fees.
12. 'r serN�ation of Atj ernelpi. In the event that any one or more provisions of this
Agreement shall be declared to be illegal, invalid, unenforceable, and/or void by a court of
competent jurisdiction, such provision or portion of this Agreement shall be deemed to be
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Agreement No. 6093
severed and deleted from this Agreement but this Agreement shall in all other respects remain
unmodified and continue in force and effect.
13. lermination.,,,mp-Amf ,t'eerrtent. This Agreement may be terminated by either Party upon
thirty (30) days written notice to the other Party pursuant to the Notice requirements in Section 8.
In the event of termination, the City of Hawthorne shall be paid for any work performed on and
prior to the date of termination.
14. Entire Agreement. This Agreement contains all of the terms and conditions agreed upon
by the Parties hereto regarding the subject matter of this Agreement. This Agreement supersedes
any and all other agreements, either oral or in writing, between the Parties with respect to the
subject matter herein. Each Party to this Agreement acknowledges that representations by any
party not embodied herein, and any other agreements, statements, or promises concerning the
subject matter of this Agreement, not contained in this Agreement, are not valid and binding.
Any modification of this Agreement will be effective only if it is in writing signed by both of the
Parties. Any issue with respect to the interpretation or construction of this Agreement is to be
resolved without resorting to the presumption that ambiguities should be construed against the
drafter.
15. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any
subsequent breach of the same or any other term, covenant, or condition of this Agreement.
16. Discrimination. Hawthorne may not discriminate in the provision of services hereunder
because of race, color, religious creed, national origin, ancestry, sex, gender, gender identity,
gender expression, age (40 and over), sexual orientation, marital status, medical condition,
disability, genetic information, military and veteran status, or any other basis protected by law.
17. Nuisance. Hawthorne may not maintain, commit, or permit the maintenance or
commission of any nuisance in connection with the performance of services under this
Agreement.
18. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising
out of or relating to this Agreement promptly by negotiations between the Parties' authorized
representatives or their designee(s). The authorized representatives for each Party are:
CITY OF EL SEGUNDO:
City Manager
350 Main Street
El Segundo, CA
Email: smitnick@elsegundo.org
CITY OF HA WTHORNE:
Interim City Manager
4455 W. 126"' Street
Hawthorne, CA 90250
Email: vnon•is@hawthorneca.gov
The disputing Party shall give the other Party's authorized representative written notice of any
dispute. Within twenty (20) days after delivery of such notice, unless the Parties' authorized
representatives agree to an extension of time to meet beyond such deadline, the authorized
representatives shall meet at a mutually acceptable time and place, and thereafter as often as they
Agreement No. 6093
reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the
matter has not been resolved within thirty (30) days of the first meeting, any Party may initiate a
nonbinding mediation of the dispute. The mediation shall be facilitated by a mediator that is
acceptable to both Parties and shall conclude within sixty (60) days of its commencement, unless
the Parties agree to extend the mediation process beyond such deadline. Upon agreeing on a
mediator, the Parties shall enter into a written agreement for the mediation services with each
Party paying a pro rata share of the mediator's fee, if any. Each Party shall bear its own legal
fees and expenses. If, after good faith efforts to mediate a dispute the Parties cannot agree to a
resolution of the dispute, any Party may pursue whatever legal remedies may be available to it at
law or in equity, before a court of competent jurisdiction and with venue in Los Angeles County.
19.irPivafl of Provisions and bli ation. Any provision of this Agreement, which by its
nature must be exercised after termination of this Agreement, will survive termination and
remain effective for a reasonable time. Any obligation that accrued prior to termination of this
Agreement will survive termination of this Agreement.
20. Third rtv enef"ic ai i . This Agreement shall not be construed as an attempt to create
a third party beneficiary contract. This Agreement is for the sole benefit of its Parties; no other
person or entity shall benefit from its terms.
21. Courltmmer arts. This Agreement may be executed in any number or counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument executed on the same date. A photocopy or facsimile transmission of the Agreement,
including signatures, shall be deemed to constitute evidence of the Agreement having been
executed.
22. R citgls. The Patties agree the Recitals are true, and are incorporated in this Agreement
by this reference as though fully set forth.
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Agreement No. 6093
IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the day
and year first shown above.
CITY OF EL EGUNDO
Bill Whalen,
Chief of Police
ATTEST:
"racy Weaver,
City Clerk
APPROVED AS TO FORM:
for
Mark D. Hensley,
City Attorney
CITY OF HAWTIOF'
Michael Ishii
Chief of Police
APJI �()V:ED AS TO 1.0
Robert Kim,
Interim City Attorney
Agreement No. 6093
EXHIBIT A
SCOPE OF SERVICES
The City of Hawthorne, through its Police Department and its Medical Director, agrees to
provide the City of El Segundo with the following services:
1. Act as liaison to the county and state Law Enforcement and EMS agencies, advocating
for the City of El Segundo Police Department while keeping it current with policy change
related to medical services and training.
2. Serve as the Drug Authorizing Physician for the City of El Segundo Police Department,
utilizing the Medical Director's medical license and DEA number to purchase drugs,
medical devices, and controlled substances as necessary.
3. Provide medical consultation and guidance if requested by the City of El Segundo Police
Department.
4. Assist the City of El Segundo Police Department in maintaining written policies for CPR,
First Aid, AED, Narcan, and other medical programs as applicable.
5. Routinely meet with the EMS and medical community to ensure that the practices of the
City of El Segundo Police Department and its personnel are satisfactorily meeting their
needs relative to the administration of medical treatment and to foster mutual
cooperation.
6. Develop and maintain standard policies and procedures to provide optimal first responder
medical care to the local community.
7. Work with the City of El Segundo training bureau to provide training and continuing
education, including annual CPR, Narcan, and AED training.
8. Oversight of quality assurance and quality improvement programs.
9. File and maintain necessary authorizations with the Los Angeles County EMS agency for
Narcan, AED, Nasopharyngeal Airway optional skill programs if desired by the City of El
Segundo Police Department.
10. Inspect AED units deployed by the City of El Segundo and ensure that they are in good
working order and recommend repair/replacement/maintenance if not in compliance with
state and county regulations.
11. Acquire and maintain Narcan nasal atomizer kits for the department to ensure adequate
stock of medication.
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Agreement No. 6093
The specific role and responsibilities of the Medical Director from the City of
Hawthorne include the following:
1. Medical Direction and Supervision of Patient Care, including:
A. Advises the City of El Segundo Police Department in planning and evaluating the
delivery of medical care by police officers.
B. Reviews and approves the medical content of first responder training performed by
the City of El Segundo Police Department and ensures compliance with continuing
education requirements of the State and local EMS agency.
C Reviews and approves the medical components of the City of El Segundo Police
Department's dispatch system,
D. Assists in the development of procedures to optimize medical care.
E. Reviews and recommends to the City of El Segundo Chief of Police any new medical
devices or procedures under consideration and ensures compliance with State and
local regulation.
F. Evaluates compliance with the legal documentation requirements for medical treatment
delivered by police officers.
G. Participates in direct observation of field responses as needed.
H. Participates as needed with appropriate law enforcement and EMS committees and the
local medical conunuruty.
I. Ensures the City of El Segundo Police Department's compliance with medical
equipment maintenance requirements.
2. Auditing and Evaluation of Patient Care, including:
A. Assists the City of El Segundo Police Department in the development and
implementation of a continuous quality improvement program to ensure the
provision of quality medical care. Provides recommendations for training and
operational changes based on quality improvement results.
B. Evaluates the adherence of the City of El Segundo Police Department personnel to
medical policies, procedures and protocols of the Los Angeles County EMS Agency
as well as POST regulations.
C. Coordinates delivery and evaluation of patient care with local receiving fire departments
and hospitals,
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3. Investigation of Medical Care Issues, including:
A. Reviews incidents where medical treatment was administered with unusual or adverse
outcomes.
B. Evaluates medical performance, gathers appropriate facts and, as needed, forwards those
facts in writing to the City of El Segundo Chief of Police.
C. Ensures that appropriate actions are taken on cases with patient care issues with adverse
outcomes, e.g., training, counseling, etc
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