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2004-311ORDINANCE NO. 2004- ii/ AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH RANDY L. PARK, MD, TO PROVIDE MEDICAL CONTROL AND CONTINLrlNG EDUCATION SERVICES IN SUPPORT OF THE CITY OF DENTON FIRE DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE AND PROVIDING AN EFFECTIVE DATE (RFP 3203-IN AN AMOUNT NOT TO EXCEED $40,000). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Randy L. Park, IVlD, to provide medical control and continuing education services for the City of Denton Fire Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend fimds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~dayof ~~.~ ,2004. EULINE BROCK MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: PROFESSIONAL SERVICES CONTRACT FOR MEDICAL CONTROL SERVICES AGREEMENT This PROFESSIONAL SERVICES CONTRACT FQ, R MEDICA~r~ C~I~TROL SERVICES AGREEMENT (The "Agreement") executed this .3--'f/~ day of ~, 2004 by and between the CITY OF DENTON, a Texas municipal corporation (the "City") and Randy L. Park, MD. WITNESSSETH: WHEREAS, the City is the operator of an advanced life support ambulance service; WHEREAS, Randy L. Park, MD, can offer medical control, formal training, continuing education, and other support services to municipal corporations and private companies providing emergency services; and WHEREAS, the City desires to engage Randy L. Park, MD, and Randy L. Park, MD. desires to be engaged by the City, to provide certain support services for the City's emergency services to the extent set forth herein; NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency &which are hereby acknowledged, the City and Randy L. Park, MD. do hereby agree as follows: OBLIGATION TO PROVIDE MEDICAL CONTROL SERVICES AGREEMENT AND PAYMENT THEREFOR 1.1 Obligation to provide Medical Control Support Services. During the term (as defined in Section 1.3 hereof) of this Agreement, and subject to the conditions and provisions hereof, Randy L. Park, MD, will provide the City with the Medical Control Support Services described in Article II of this Agreement. Randy L. Park, MD, is providing all such services as an independent contractor and not as an employee of the City. 1.2 Payment for Medical Control Support Services. (i) Basic Service Fees. In consideration for Randy L. Park, MD, providing the City with the medical control and continuing edfication services described in, respectively, Sections 2.1 and 2.2 hereof, the City will pay Randy L. Park, MD, $.40 per annam (the "Basic Service Fee") for each person resident in the City (or otherwise served by the emergency ambulance service maintained by the City) as of November 1 of the year to which the Basic Service Fee relates. For purposes of determirfing the Basic Service Fee, the number of residents in the City will be the greater of (i) the population of the City as determined by the most recent census conducted by the United States government or (ii) if the City from time to time officially or unofficially maintains estimates of its population for its internal purposes or otherwise, the most recent estimate of the City's population as of November 1 of the year to which the Basic Service Fee relates. 1.3 2.1 The Basic Service Fee for Medical Control for the period of November 1, 2004 through September 30, 2005 will be based upon a population of 100,000, which includes the City of Denton, City of Sanger, and the City of Ponder as well as the unincorporated rural areas of Denton County served by the Denton Fire Department EMS. Medical Control and Continuing Education will be billed at $40,000 per year and paid annually. (ii) Price Changes. Randy L. Park, MD may change the mounts of the Basic Service Fee set forth in subpart (i) of this Section upon 30 days prior written notice to the City; provided, however, the City may, as a result of any increase in the Basic Service Fee, terminate this Agreement upon 30 days prior written notice to Randy L. Park, MD. Randy L. Park, MD, may increase the yearly price up to five (5) percent to cover the cost of the program. Term. This Agreement will commence on November 1, 2004 and unless otherwise terminated as provided herein, will continue for an initial period of three (3) years. During the initial term, the City may terminate the Agreement by giving Randy L. Park, MD, written notice ninety (90) days before the date of termination. Upon expiration of such initial three (3) year term, this Agreement will automatically renew for an additional one (1) year term unless either the City or Randy L. Park, MD, will have theretofore given the other party written notice of its election to terminate this Agreement at least ninety (90) days prior to the expiration of the initial term or any renewal term. Not withstanding the above provisions, in the event the City experiences a funding shortagei this contract can be terminated by the City immediately upon written notification and submission of documentation of the funding shortage. II. DESCRIPTION OF MEDICAL SUPPORT SERVICES PROVIDED BY RANDY L. PARK, MD Medical Control. During the Term of this Agreement, Randy L. Park, MD .will arrange for on-line medical direction and other medical control of the City's emergency ambulance service on a continuous, 24-hour basis on each day of the week. On-line medical direction and other medical control will be provided by a physician group which provides emergency medical care coverage thru Randy L. Park, MD at Denton Regional Medical Center, using established guidelines and medical protocols through voice contact and, if possible, appropriate cardiac telemetry signals between the emergency physician on duty in the emergency Department at Denton Regional Medical Center, and a representative of the City's emergency service. During the Term of this Agreement, Randy L. Park, MD, will provide the City of Denton Fire Department with off-line medical direction and other medical control. Such off-line medical direction and other medical control will utilize established guidelines and treatment protocols to monitor and evaluate the quality of patient care provided by the City of Denton Fire Department. For the purpose of providing such off-line medical direction and other medical control, Randy L. Park, MD, will maintain an EMS Quality Council. This Council will consist of the EMS Medical Director, Paramedic Insla'uctors/Coordinator, DFD EMS Program Manager and shift representatives. In addition, Randy L. Park, MD, will provide all services required of a medical director by Chapter 197, State Board of Medical Examiner Rules. 2 2.2 Continuing Education. During the Term of this Agreement, Randy L. Park, MD, will offer the following continuing education ("CE") courses and opportunities to employees of the City of Denton Fire Department (DFD). Continuing education activities are based on state certification requirements and/or the DFD's quality evaluation data. Continuing education classes will consist of three-hour classes offered six (6) times per month. CE will be provided eleven months out of the year. (i) Continuing Education Modules. At least eleven times each calendar year, Randy L. Park, MD, will sponsor or conduct a cominuing education module at a location mutually agreeable to Randy L. Park, MD, and the DFD. Each continuing education module will consist of didactic and/or skills review program. This will allow the participant to receive three hours of continuing education credit certified by the Medical Director and the Texas Department of Health. Duplicate materials used in teaching modules will be supplied by Randy L. Park, MD. in sufficient numbers for usual attendance. Additional duplication is the responsibility of the DFD. (ii) Patient Chart and Case Reviews. As needed Randy L. Park, MD. will sponsor or conduct, on an individual basis for the DFD, patient chart or case reviews, for the purpose of complying with quality control provisions as required by Texas Department of Health. (iii) Miscellaneous Continuing Education Provided by Randy L. Park, MD. Randy L. Park, MD. will permit employees of the DFD to attend or otherwise participate in miscellaneous adjunct continuing education programs for which participants can receive continuing education credit for additional fees. These continuing education programs include (i) the EMT and Paramedic classes, EMT and Paramedic Refresher Courses; and (ii) onsite continuing education classes offered at Randy L. Park, MD. (iv) Miscellaneous Continuing Education Provided by Denton Fire Department. Randy L. Park, MD. will serve as sponsor for specialty courses (such as BLS, ACLS, PALS, BTLS, and others) taught by Denton Fire Department instructors and will allow DFD personnel to receive continuing education credits for such courses. These courses will meet curdcuium and testing requirements required by Randy L. Park, MD. for such courses. 3.1 3.2 4.1 4.2 4.3 III. REPRESENTATIONS AND WARRANTES Representations and Warranties of the City. The City represents and warrants to, and agrees with, Randy L. Park, MD. as follows: (i) The City is duly chartered by the State of Texas as a Texas municipal Corporation and home nde city. (ii) The City has full power and authority to execute and deliver this agreement. The execution and delivery of this Agreement by the City will not constitute default under, or violate any provisions of, the City's charter or any agreement to which the City is a party or any statute, nde, regulation, judgment or order by which it is bound. (iii) The City has, and will at all times maintain all licenses and permits required of it to own and operate the emergency service and to conduct the activities contemplated by this Agreement. The City will at all times operate the emergency service in accordance with all-applicable laws and regulations. Representations and Warranties of Randy L. Park, MD. Randy L. Park, MD, hereby represents and warrants to, and agree with, the City as follows: (i) Randy L. Park, MD is duly organized, validly existing and in good standing as a corporation organized under the laws of the State of Texas. (ii) Randy L. Park, MD has full power and authority to execute and deliver this Agreement. The execution and delivery of this agreement by Randy L. Park, MD will not constitute default under, or violate any provisions of, the Articles of Incorporation or Bylaws of Randy L. Park, MD or any agreement to which Randy L. Park, MD is a party or any status, nde, regulation, judgment or order by which it is bound. IV. INSURANCE AND INDEMNIFICATION City's Insurance. The City of Denton is a self-insured entity. Any request for financial information will be handled in accordance with existing open records law of the State of Texas. Randy L. Park, MD Insurance. Randy L. Park, MD is partially self-insured and carries the customary hospital and general liability insurance. Indemnification by the City. The City will indemnify and hold harmless Randy L. Park, MD and its directors, officers, doctors, employees and agents from any and all liabilities, costs, damages and expenses (including attorney's fees and expenses) as permitted by law, resulting from or attributable to any and all willful misconduct or negligent acts and omissions of the City and its emergency ambulance providers, public officials, employees and agents arising from or in connection with the City's emergency ambulance service or the activities of the City relating to or otherwise affecting this Agreement. 4 4.4 4.5 5.1 5.2 5.3 5.4 5.5 5.6 Indemnification by Randy L. Park, MD Randy L. Park, MD will indemnify and hold harmless the City and its public officials, employees and agents fi.om and against any and all liabilities, costs, damages, and expenses (including attorney's fees and expenses) resulting from or attributable to any and all willful conduct or negligent acts and omissions of Randy L. Park, MD and its directors, officers, employees, or agents including physicians carrying out duties pursuant to this agreement, arising fi.om or in connection with Randy L. Park, MD's involvement with the City's emergency ambulance service or the services provided by Randy L. Park, MD to the City pursuant to this Agreement. Nonwaiver of Defenses Under the Texas Tort Claims Act. Nothing in this Agreement shall in any way diminish or otherwise adversely affect any rights which the City may have as to any claimant or plaintiff (other than Randy L. Park, MD) to assert defenses available to the City under the Texas Tort Claims Act (Chapter 101 of the Texas Civil Practices and Remedies Code) or any other statutory or common law defenses available to municipalities in the State of Texas. MISCELLANOUS PROVISIONS Notices. Any notice required or permitted pursuant to this agreement will be deemed sufficient if in writing and hand-delivered or sent by registered or certified mail, postage prepaid, and if addressed (i) if to Randy L. Park, MD to Randy L. Park, MD, 2040 West Oak, Denton, TX 76201, to the attention of Randy L. Park, MD and (ii) if to the City, to the address set forth below under the City's signature. Applicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Texas. Entire Agreement; Amendment. This Agreement and Addendum A containing Randy L. Park, MD's original proposal of services to the City of Denton's Request for Proposal #3203 constitutes the entire Agreement and understanding between the City and Randy L. Park, MD. This Agreement may not be amended except by the instrument in writ'rog, executed by the party against which enforcement is sought. Successors and assigns. This Agreement will be binding upon, and will inure to the benefit of, the City and Randy L. Park, MD and their respective successors and assigns; provided, however, neither the City nor Randy L. Park, MD may assign this Agreement without the prior written consent of the party hereto. Venue. Venue for any dispute under this Agreement will be in Denton County, Texas. Severabilitv. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable fi.om the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. IN WITNESS WHEREOF, the City of Denton and Randy L. Park, MD have executed this Agreement as of the date first above written. CITY OF DENTON, TEXAS A Texas Municipal Corporation Michael A. Conduff// ) City Manager ~ 215 E. McKinney Denton, Texas 76201 ATTESTED: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: Randy L. Park, MD 3203 Prof~sional Services Contract for Medical Control Services 9-2004 6 August 30, 2004 To Whom It May C~noem: Please find enclosed my proposal for EMS Medical Control for fine Doaton Fire Department EMS. Respeetfiflly submitted, Randy L. Park, MD tOrigt-~l on IRe in the office of the PurchAsing Agen_t. Cost of Services Cost for the services outlined is $40,000 per year. In addition, there will be an initial cost of $4,000 to be paid at ~h¢ initiation of(he contract for start up cost. If you wish the start up cost can be waived if the first year is paid in lump sum at the be~nnln§ of the contract. B. Services to be Performed Provide on and off line medical direction per TSBlVlE rel~lations. Online control will be provided by the Medical Staff at Denton Regional Medical Center. Phones and recorder are in' place now. De.nation conlrol and other ~sistanee with MCIs or disasters will be coordln.ted with DRMC Medical St~ff on line control. EMSystem and hospital relation.~hlps will enable the rational use of resources. Protocols and SOPs specific to the needs of the Dcnton EMS persoriel and the Medical Community of Denton will be prepared, taught and utilized in the system. They will address both basic and advanced procedures. The protocol will be reviewed annn~lly in totality and as needed by the development of new techniques or treatments. For the annual review a committee of representatives from the depastment will be asked to collaborate with the rev/ow process. Between reviews, input will be sought at the monthly CE meetings on improvements possible in the protocols. Quality assurance as outlined in addenda H. CE classes will be provided for each shift (AB,C) monthly 11 months each year for 3. hours in the am and 3 hours in the PM to allow continuing coverage on shift during training, with ½ of the shift attendin§ each sessiom, This will be provided on weekdays. For schedule see ~ddenda, Classes will include didactic lectures, demonstration laboratories with hands on training, video instruction, case review and computer based trainln~ and testing. Martial for clsss insts~uctions will not be limlted to TDH mtnlm~m reqllirenlents, but will be aimed at increasing the understanding and sldll of practitioners in the field. This will include information regarding new developments in medicine and deeper understanding of anatomy, physiology and current medical treatments that will assist medics in participating in the care of patients. Parlicipatc in the remedication of participants falling to meet minimum requirements per addenda~ Copies of CE restflts will be maintained.for 5 years and copies will be given to the participants and DFD. Will facilitate license renewal for EIVIT-B, EMT-P and LP. Will provide leaderstdp and support for DFD in efforts to develop specialty courses including ACLS, BTLS and PEEPer PALS, and others which are mutually agreeable. Medical Director will attend the TCH Medical Director Course when available. Medical D/rector will inform the local medical community of Ms role and provide a mec, h~r~ for contacting him regarding concerns for performance or improvement of the system. In addition, he will seek asdstance/~om selected members of the community in iml~ovi~g the system during the aunual review of the protocols. 1;or course schedule See addenda. Medical D/rector will actively participate in developing a teleconferencing CE format for the mutual benefit of the department and the director.