HomeMy WebLinkAboutP-22-218 Expert Witness Agreement.pdf P-22-218 Expert Witness Services Agreemer t
1 EXPERT WITNESS SERVICE AGREEMENT
2 This Expert Witness Service Agreement("Agreement") is dated
P-
3 and is between ExamWorks LLC., a Limited Liability Company ("Contractor'), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The Office of the County Counsel may from time to time need the services of a qualified
7 medical evaluator in litigation matters and wishes to engage the professional services of
8 qualified physician to serve as an expert for such matters.
9 B. The Contractor represents that it is specially trained and experienced, and that it
10 possesses the expertise required of a qualified medical evaluator.
11 The parties therefore agree as follows:
12 Article 1
13 Contractor's Professional Services
14 1.1 Representation. The Contractor represents that it is qualified, ready, willing, and
15 able to perform all of the professional services provided in this Agreement.
16 1.2 Engagement and Key Person. The County hereby engages the Contractor to
17 provide professional services to the Office of the County Counsel according to the provisions of
18 this Agreement through the following key person: Dr. Scott Graham, M.D.
19 1.3 Scope of Services. In each Case for which the Contractor is engaged under Article
20 2 of this Agreement, the Contractor shall perform professional services as a qualified medical
21 evaluator in litigation matters, as engaged for Cases under Article 2 of this Agreement, including
22 but not limited to conducting medical records reviews, conducting independent medical
23 evaluations, conducting research, preparing written reports, consulting with the County Counsel,
24 attending mediation or arbitration, giving deposition testimony, and testifying in court.
25 1.4 Compliance with Laws.The Contractor shall, at its own cost, strictly comply with all
26 applicable federal, state, and local laws and regulations in the performance of its obligations
27 under this Agreement, including but not limited to workers compensation, labor, and
28 confidentiality laws and regulations.
1
P-22-218 Expert Witness Services Agreement
1 Article 2
2 Authorization of Contractor by Case
3 2.1 Case Engagement. From time to time, the County Counsel may request the
4 Contractor to perform the professional services of a qualified medical evaluator in litigation
5 matters ("Cases"; each, a "Case"), Upon the County Counsel's written request to perform such
6 professional services, and the Contractor's written acknowledgment that the Contractor will
7 provide such professional services, the Contractor shall perform those professional services
8 pursuant to the provisions of this Agreement.
9 2.2 Contents of Written Request. Each written request by the County Counsel under
10 section 2.1 shall take the form of a memorandum (which may be a PDF attached to an email
11 message) include the following information:
12 (A) A general description of the professional services required by the County;
13 (B) The budget for the Case;
14 (C)The name of the litigation by court and court case number;
15 (D)The County Risk Management claim number or a County Counsel file number for
16 the Case;
17 (E) A reference to this Agreement;
18 (F) The following acknowledgment for the Contractor to complete, with a space for
19 the Contractor to sign and date: "I hereby acknowledge the above request, including the
20 description of professional services required by the County and the budget for those
21 services, and I agree to perform the requested services subject to the provisions of the
22 referenced agreement. I do j /do not(J require payment of a retainer in the amount of
23 $J�_before commencing to perform the requested services."
24 2.3 Written Acknowledgment. To acknowledge a written request under section 2.1, the
25 Contractor shall complete and sign the provided acknowledgment and return it to the County
26 Counsel.
27 2.4 Authorization to Proceed with Services. For each Case. the Contractor shall
28 commence performance of services upon receiving authorization from the County Counsel to
2
P-22-218 Expert Witness Services Agreemen
1 proceed, after the County Counsel has received the Contractor's written acknowledgment under
2 section 2.3, subject to a retainer requirement as provided in Article 3.
3 2.5 Budget Revision. If the Contractor believes that the budget for a Case will need to
4 be amended, the Contractor shall request that amendment in writing to the County Counsel,
5 including a statement of information to justify the requested amendment. The County Counsel
6 may confer with the Contractor regarding the request. If the County Counsel agrees to the
7 request, the County Counsel shall send an amended written request under section 2.2, which
8 amendment will be labeled as an "amended" request, reflecting the amended budget, for
9 approval by the Contractor under section 2.3.
10 2.6 Case Completion. Contractor's performance of services for each Case is complete
11 upon written notice of completion to the Contractor by the County Counsel.
12 Article 3
13 Compensation, Invoices, and Payments
14 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
15 the performance of its services under this Agreement as described in Exhibit A to this
16 Agreement, titled "Compensation."
17 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
18 under this Agreement is $100,000, The Contractor acknowledges that the County is a local
19 government entity, and does so with notice that the County's powers are limited by the
20 California Constitution and by State law, and with notice that the Contractor may receive
21 compensation under this Agreement only for services performed according to the terms of this
22 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
23 under this section. The Contractor further acknowledges that County employees have no
24 authority to pay the Contractor except as expressly provided in this Agreement.
25 3.3 Invoices. The Contractor shall submit monthly invoices to the person identified in
26 section 5.1 to receive invoice, billing, and administrative notices for the County. Each invoice
27 shall identify, by the County Risk Management claim number or County Counsel file number as
28 provided in the written request under section 2.2, the Case to which it relates. If the Contractor
3
P-22-218 Expert Witness Services Agreeme t
1 performed services on more than one Case during a month, then the Contractor shall submit a
2 separate invoice for each Case.
3 (A) Each invoice must accurately reflect the professional services performed by the
4 Contractor under this Agreement, and must include sufficient detail including, but not
5 limited to:
6 (1) The specific nature of each charge;
7 (2) If the charge is a flat fee under Exhibit A to this Agreement, the date when the
8 event giving rise to the charge occurred, and the relevant communication or
9 authorization by the County Counsel, as appropriate;
10 (3) If the charge is based on an hourly rate under Exhibit A to this Agreement,
11 the number of hours that the Contractor worked on the task, in increments of one-
12 tenth (0.1) of an hour, the applicable hourly rate, and the product of the number of
13 hours multiplied by the applicable hourly rate;
14 (4) If the charge is for an expense under Exhibit A to this Agreement, a
15 description of the cost and the date when it was incurred by the Contractor.
16 (B) Each invoice must be set forth in an orderly manner that facilitates an efficient
17 review of the services performed and the expenses incurred in order to provide the
18 County with a clear and complete understanding of the services performed and the
19 expenses incurred and the associated costs.
20 (C)The Contractor shall submit each invoice within 60 days after the month in which
21 the Contractor performs services under this Agreement and in any case within 60 days
22 after the end of the term or termination of this Agreement.
23 3.4 Payment. The County shall pay each correctly completed and timely submitted
24 invoice for professional services within 45 days after receipt, subject to the budget for the Case
25 to which the invoice relates. The County shall remit any payment to the Contractor's address
26 specified in the invoice.
27 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
28 expenses that are not specified as payable by the County under this Agreement.
4
P-22-218 Expert Witness Services Agreemen
1 3.6 Exception for Retainer. Notwithstanding anything provided above, if the Contractor
2 requires a retainer fee before commencing performance of services on a Case, as provided in
3 Exhibit A to this Agreement, the Contractor shall immediately submit a separate written invoice
4 for the retainer and the County will pay the invoice as soon as reasonably practicable.
5 3.7 No Contingency for Professional Opinion. The Contractor's compensation under
6 this Agreement is not contingent upon the Contractor having a professional opinion that is
7 favorable to the County in any Case.
8 Article 4
9 Term of Agreement
10 4.1 Term. This Agreement is effective on April 1, 2022, and terminates on April 1, 2025,
11 except as provided in section 4.2, "Holdover Cases," 4.3, "Extension," or Article 6, "Termination
12 and Suspension," below.
13 4.2 Holdover Cases. The County Counsel may give authorization to the Contractor to
14 proceed with services on a Case as provided in section 2.4 at any time prior to the termination
15 of this Agreement, and this Agreement will remain in effect for any such Case after the
16 termination date until the County Counsel gives written notice of completion as provided in
17 section 2.6, or until there is a separate new agreement between the parties.
18 4.3 Extension. The term of this Agreement may be extended for no more than two, one-
19 year periods only upon written approval of both parties at least 30 days before the first day of
20 the next one-year extension period. The County Counsel is authorized to sign the written
21 approval on behalf of the County based on the Contractor's satisfactory performance. The
22 extension of this Agreement by the County is not a waiver or compromise of any default or
23 breach of this Agreement by the Contractor existing at the time of the extension whether or not
24 known to the County.
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
5
P-22-218 Expert Witness Services Agreemen
1
For the County(Invoices, Billing, and Administrative):
2 Office of the County Counsel
Accountant or Business Manager
3 County of Fresno
2220 Tulare Street, Suite 500
4 Fresno, California 93721
CountyCounselMailbox@fresnocountyca.gov
5
For the County (Cases):
6 Communication regarding each Case other than invoices, billing, and
administrative communications, shall be directed to the County Counsel attorney
7 identified in the applicable written request for services under section 2.2, the
applicable written authorization to proceed under section 2.4, or as otherwise
8 designated in writing by the County Counsel.
9 For the Contractor:
Accounting Manager
10 ExamWorks LLC
11010 White Rock Road
11 Suite 120
Rancho Cordova, CA 95670
12 gina.hankins@examworks.com
13 5.2 Change of Contact Information. Either party may change the information in section
14 5.1 by giving notice as provided in section 5.3.
15 5.3 Method of Delivery. Each notice between the County and the Contractor provided
16 for or permitted under this Agreement must be in writing, state that it is a notice provided under
17 this Agreement, and be delivered either by personal service, by first-class United States mail, by
18 an overnight commercial courier service, or by Portable Document Format(PDF) document
19 attached to an email.
20 (A) A notice delivered by personal service is effective upon service to the recipient.
21 (B) A notice delivered by first-class United States mail is effective three County
22 business days after deposit in the United States mail, postage prepaid, addressed to the
23 recipient.
24 (C)A notice delivered by an overnight commercial courier service is effective one
25 County business day after deposit with the overnight commercial courier service,
26 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
27 the recipient.
28
6
P-22-218 Expert Witness Services Agreemen
1 (D)A notice delivered by PDF document attached to an email is effective when
2 transmission to the recipient is completed (but, if such transmission is completed outside
3 of County business hours, then such delivery is deemed to be effective at the next
4 beginning of a County business day), provided that the sender maintains a machine
5 record of the completed transmission.
6 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
9 of Title 1 of the Government Code, beginning with section 810).
10 Article 6
11 Termination and Suspension
12 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient funds
14 are not allocated, then the County, upon at least 30 days' advance written notice to the
15 Contractor, may:
16 (A) Modify the services provided by the Contractor under this Agreement; or
17 (B) Terminate this Agreement.
18 6.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the County may give written notice of the breach to the Contractor. The written
21 notice may suspend performance under this Agreement, and must provide at least 30
22 days for the Contractor to cure the breach.
23 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
24 time stated in the written notice, the County may terminate this Agreement immediately.
25 (C) For purposes of this section, a breach occurs when, in the determination of the
26 County, the Contractor has:
27 (1) Obtained or used funds illegally or improperly;
28 (2) Failed to comply with any part of this Agreement;
7
P-22-218 Expert Witness Services Agreemen
1 (3) Submitted a substantially incorrect or incomplete report to the County; or
2 (4) Improperly performed any of its obligations under this Agreement.
3 6.3 Termination without Cause. In circumstances other than those set forth above, the
4 County may terminate this Agreement by giving at least 30 days advance written notice to the
5 Contractor.
6 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
7 under this Article 6 is without penalty to or further obligation of the County.
8 6.5 County's Rights upon Termination. Upon termination for breach under this Article
9 6, the County may demand repayment by the Contractor of any monies disbursed to the
10 Contractor under this Agreement that, in the County's sole judgment, were not expended in
11 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
12 demand. This section survives the termination of this Agreement.
13 Article 7
14 Independent Contractor
15 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
16 agents, employees, and volunteers, is at all times acting and performing as an independent
17 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
18 venturer, partner, or associate of the County.
19 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
20 manner or method of the Contractor's performance under this Agreement, but the County may
21 verify that the Contractor is performing according to the terms of this Agreement.
22 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
23 right to employment rights or benefits available to County employees. The Contractor is solely
24 responsible for providing to its own employees all employee benefits required by law. The
25 Contractor shall save the County harmless from all matters relating to the payment of
26 Contractor's employees, including compliance with Social Security withholding and all related
27 regulations.
28
8
P-22-218 Expert Witness Services Agreemen
1 7.4 Services to Others. The parties acknowledge that, during the term of this
2 Agreement, the Contractor may provide services to others unrelated to the County.
3 Article 8
4 Indemnity and Defense
5 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
6 County (including its officers, agents, employees, and volunteers) against all claims, demands,
7 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
8 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
9 the performance or failure to perform by the Contractor(or any of its officers, agents,
10 subcontractors, or employees) under this Agreement. The County may conduct or participate in
11 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
12 defend the County.
13 8.2 Survival. This Article 8 survives the termination of this Agreement.
14 Article 9
15 Insurance
16 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
17 Agreement.
18 Article 10
19 Inspections, Audits, and Public Records
20 10.1 Inspection of Documents. The Contractor shall make available to the County, and
21 the County may examine at any time during business hours and as often as the County deems
22 necessary, all of the Contractor's records and data with respect to the matters covered by this
23 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
24 request by the County, permit the County to audit and inspect all of such records and data to
25 ensure the Contractor's compliance with the terms of this Agreement.
26 10.2 State Audit Requirements. If the compensation to be paid by the County under this
27 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
28 California State Auditor, as provided in Government Code section 8546.7, for a period of three
9
P-22-218 Expert Witness Services Agreemen
1 years after final payment under this Agreement. This section survives the termination of this
2 Agreement.
3 10.3 Public Records. The County is not limited in any manner with respect to its public
4 disclosure of this Agreement or any record or data that the Contractor may provide to the
5 County, The County's public disclosure of this Agreement or any record or data that the
6 Contractor may provide to the County may include but is not limited to the following:
7 (A) The County may voluntarily, or upon request by any member of the public or
8 governmental agency, disclose this Agreement to the public or such governmental
9 agency.
10 (B) The County may voluntarily, or upon request by any member of the public or
11 governmental agency, disclose to the public or such governmental agency any record or
12 data that the Contractor may provide to the County, unless such disclosure is prohibited
13 by court order.
14 (C)This Agreement, and any record or data that the Contractor may provide to the
15 County, is subject to public disclosure under the Ralph M. Brown Act (California
16 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
17 (D)This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as a public record under the California Public
19 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
20 with section 6250) ("CPRA").
21 (E) This Agreement, and any record or data that the Contractor may provide to the
22 County, is subject to public disclosure as information concerning the conduct of the
23 people's business of the State of California under California Constitution, Article 1,
24 section 3, subdivision (b).
25 (F) Any marking of confidentiality or restricted access upon or otherwise made with
26 respect to any record or data that the Contractor may provide to the County shall be
27 disregarded and have no effect on the County's right or duty to disclose to the public or
28 governmental agency any such record or data.
10
P-22-218 Expert Witness Services Agreemen
1 10.4 Public Records Act Requests. If the County receives a written or oral request
2 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
3 and which the County has a right, under any provision of this Agreement or applicable law, to
4 possess or control, then the County may demand, in writing, that the Contractor deliver to the
5 County, for purposes of public disclosure, the requested records that may be in the possession
6 or control of the Contractor. Within five business days after the County's demand, the
7 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
8 possession or control, together with a written statement that the Contractor, after conducting a
9 diligent search, has produced all requested records that are in the Contractor's possession or
10 control, or(b) provide to the County a written statement that the Contractor, after conducting a
11 diligent search, does not possess or control any of the requested records. The Contractor shall
12 cooperate with the County with respect to any County demand for such records. If the
13 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
14 CPRA or other applicable law, it must deliver the record or data to the County and assert the
15 exemption by citation to specific legal authority within the written statement that it provides to
16 the County under this section. The Contractor's assertion of any exemption from disclosure is
17 not binding on the County, but the County will give at least 10 days' advance written notice to
18 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
19 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
20 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
21 failure to produce any such records, or failure to cooperate with the County with respect to any
22 County demand for any such records.
23 Article 11
24 Disclosure of Self-Dealing Transactions
25 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
26 or changes its status to operate as a corporation.
27 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
28 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
11
P-22-218 Expert Witness Services Agreemen
1 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
2 County before commencing the transaction or immediately after.
3 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
4 a party and in which one or more of its directors, as an individual, has a material financial
5 interest.
6 Article 12
7 General Terms
8 12.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
9 Agreement may not be modified, and no waiver is effective, except by written agreement signed
10 by both parties. The Contractor acknowledges that County employees have no authority to
11 modify this Agreement except as expressly provided in this Agreement.
12 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
13 under this Agreement without the prior written consent of the other party.
14 12.3 Governing Law. The laws of the State of California govern all matters arising from
15 or related to this Agreement.
16 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
17 County, California. Contractor consents to California jurisdiction for actions arising from or
18 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
19 brought and maintained in Fresno County.
20 12.5 Construction. The final form of this Agreement is the result of the parties' combined
21 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
22 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
23 against either party.
24 12.6 Days. Unless otherwise specified, "days" means calendar days.
25 12.7 Headings. The headings and section titles in this Agreement are for convenience
26 only and are not part of this Agreement.
27 12.8 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
12
P-22-218 Expert Witness Services Agreement
1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
11 of the Contractor under this Agreement on any one or more occasions is not a waiver of
12 performance of any continuing or other obligation of the Contractor and does not prohibit
13 enforcement by the County of any obligation on any other occasion.
14 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
23 create any rights or obligations for any person or entity except for the parties.
24 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
25 (A) The Contractor is duly authorized and empowered to sign and perform its
26 obligations under this Agreement.
27
28
13
P-22-218 Expert Witness Services Agreernert
1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 12.14 Electronic Signatures.The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 SIGNATURE PAGE FOLLOWS
14
P-22-218 Expert Witness Services Agreemen
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
SCOTT GRAHAM, M.D. COUNTY OF FRESNO
3
4 / Gary Co r 11 U 2 2 Digitally signed by Gary Connuelle
l7 Date:2022.05.20 16:32:45-07'00'
5 Scott Graham, M.D.
Gary E. Cornuelle, Purchasing Manager
6 ExamWorks LLC
c/o Gina Hankins, Accounting manager
7 11010 White Rock Road
Suite 120
8 Rancho Cordova, CA 95670
9 For accounting use only:
10 Org No.* 89250100
Account No.: 7100
11 Fund No.: 1060
Subclass No.: 10000
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
15
P-22-218 Expert Witness Services Agreemen
Exhibit A
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit A. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit A.
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-1
P-22-218 Expert Witness Services Agreement
EXAMWORKS
Expert: SCOTT GRAHAM, M.D.
Qualified Medical Evaluator
Diplomate,American Board of Orthopaedic Surgery
Legal Fee Schedule and Retention Agreement
IN-OFFICE DEPOSITION $1,000.00/ PER HOUR
IN-OFFICE VIDEO DEPOSITION $1,500.00/ PER HOUR
(One hour minimum will be charged)
LOCAL MEDIATION /ARBITRATION $1,500.00/ PER HOUR
LOCAL COURT APPEARANCE:
Half day APPEARANCE $5,000.00 / FLAT FEE
Full day APPEARANCE $8,000.00 / FLAT FEE
*plus travel time, lodging, airfare
*Travel Time constitutes to $600,00 hourly rate.
-------------------------------------------------------------------------------------------------------------
INDEPENDENT MEDICAL EVALUATION
- Examination $2,100.00 RETAINER
- Report $350.00
- Record/document review time will be charged in addition @ $600.00 per
hour/inch.
(Medical records are due at least 10 business days in advance of the reserved
date or a rush fee will be charged.)
Telephone conference $ 600.00/ PER HOUR
(15 minute minimum will be charged)
Medical Record Review $ 600.00 / PER HOUR
(Verbal opinion only)
CANCELLATION TWO WEEKS (14days) $500.00
FEES ARE DUE FOURTEEN CALENDAR DAYS IN ADVANCE OF THE RESERVED
DATE. Failure to pay the required fees fourteen calendar days in advance of the
reserved date will result in immediate cancellation.
P-22-218 Expert Witness Services Agreement
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
P-22-218 Expert Witness Services Agreement
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code§6233 (a)
(6)Authorized Signature
Signature: Date:
C-2
P-22-218 Expert Witness Services Agreement
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
C-1
P-22-218 Expert Witness Services Agreement
Exhibit C
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy. the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
C-2
P-22-218 Expert Witness Services Agreement
Exhibit C
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation.The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-3