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CONTRACT 4065A Amendment CLOSED CONSULTING SERVICES AGREEMENT MEDICAL DIRECTOR THIS AGREEMENT is made as of August 5, 2016 by and between the South Bay Regional Public Communications Authority (hereinafter referred to as "Authority") and Marc Cohen, an individual ("Consultant") on the other hand. R E C I T A L S A. The Authority requires medical director administrative services, which generally consist of the review and provision of input into the development of all of its member citiesÈ fire departmentsÈ operational policies and procedures that impact patient care. B. Consultant represents that he is fully qualified to perform such consulting services by virtue of his experience, training, education and expertise. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit "A," Scope of Services. B. Level of Services/Time of Performance. The level of and time of the specific services to be performed by Consultant are as set forth in Exhibit "A." C. Activity Tracking Form. Prior to provision of services pursuant to this Agreement, Authority and Consultant shall agree upon a method to track the Medical Director's activities. This may be accomplished using an electronic or web-based application, a hard copy form, or log. 2. Term of Agreement. This Agreement shall take effect August 4, 2016, and shall continue for a term of three years until, 2019, unless earlier terminated st pursuant to the provisions herein. Contract will renew on July 1 of each year. 3. Compensation. As compensation for the Consultant's services hereunder, the Authority shall pay the Consultant the flat rate sum of $90,000.00 annually, payable in monthly installments at 1/12th of the flat rate sum. The Authority shall make payment not later than the fifth day of the month following provision of services. The cost for El Segundo, Hermosa Beach, and Manhattan Beach (the Cities) for Medical Director services is $30,000 each annually. There shall be a $5,000 discount per city as long as each of the Cities participates in the services. If only two cities participate, the annual discount rate per city shall be $2,500. If only one city participates, the annual cost shall be negotiable. If any additional cities contract with the RCC in the future, they may participate in the Page 1 of 9 8/05/16 Medical Director services. The cost to any new agency will be negotiated depending on the size and scope of their department(s). 4. The AuthoritiesÈ Representative. Unless otherwise designated in writing, the Fire Chiefs of Manhattan Beach, Hermosa Beach and El Segundo shall serve as the AuthorityÈs representatives for the administration of the project. As used in this Agreement, ÅAuthorityÈs fire departmentsÆ means the Cities of El Segundo, Manhattan Beach, and Hermosa Beach Fire Departments. All activities performed by the Consultant shall be coordinated with these chiefs. 5. Addresses. The Authority: Ralph Mailloux SBRPCA Executive Director 4440 W. Broadway Hawthorne, CA 90250 City of Hermosa Beach Attn: Fire Chief 1315 Valley Drive Hermosa Beach, CA 90254 City of Manhattan Beach Attn: Fire Chief th 400 15 Street Manhattan Beach, CA 90266 City of El Segundo Attn: Fire Chief 314 Main Street El Segundo, CA 90245 Consultant: Marc R. Cohen MD Name Marc Cohen Address 346 Manhattan Ave City, St Zip Hermosa Beach CA 90254 Page 2 of 9 8/05/16 6. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to the Authority, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of the Authority or otherwise act on behalf of the Authority as an agent. Neither The Authority nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the Authority. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold the Authority harmless from any and all taxes, assessments, penalties, and interest asserted against the Authority by reason of the independent contractor relationship created by this Agreement. In the event the Authority is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the Authority and Consultant, Consultant agrees to reimburse the Authority for all costs, including accounting and attorney fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold the Authority harmless from any failure of Consultant to comply with applicable workersÈ compensation laws. The Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to the Authority from Consultant as a result of Consultant's failure to promptly pay to the Authority any reimbursement or indemnification arising under this Section 6. D. Consultant shall, at ConsultantÈs sole cost and expense, fully secure and comply with all Federal, State and local governmental permit or licensing requirements, including but not limited to the Authority. Consultant further agrees to indemnify and hold the Authority harmless from any failure of Consultant to comply with the requirements in Section 6. Additionally, the Authority shall have the right to offset against the amount of any fees due Consultant under this Agreement for any amount or penalty levied against the Authority for ConsultantÈs failure to comply with Section 6. 7. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions. Page 3 of 9 8/05/16 8. Indemnification. A. Consultant shall indemnify, defend with counsel approved by the Authority, and hold harmless the Authority, the Cities and their fire departments, their officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation attorney fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant 's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of the AuthorityÈs passive negligence, but excepting such loss or damage caused by the sole active negligence or willful misconduct of the Authority. Should the Authority in its sole discretion find ConsultantÈs legal counsel unacceptable, Consultant shall reimburse the Authority for its costs of defense, including without limitation attorney fees, expert fees and all other costs and fees of litigation. Consultant shall promptly pay any final judgment rendered against the Authority, the Cities, or their officers, officials, employees and volunteers covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as permitted by the law of the State of California and shall survive termination of this Agreement. B. Insurance Requirements Not Limiting. The Authority does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by the Authority, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 8 shall apply regardless of whether or not any insurance policies are determined to be applicable to the liabilities, tax, assessment, penalty or interest asserted against City. C. Survival of Terms. ConsultantÈs indemnifications and obligations under this Section 8 shall survive the expiration or termination of this Agreement. 9. Insurance. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the Authority: (1) a policy or policies of broad-form comprehensive general liability insurance with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $500,000.00; (3) automotive liability insurance, with minimum combined single limit coverage of $500,000.00; (4) professional liability insurance (errors and omissions) to cover or partially cover damages that may be the result of errors, omissions, or negligent acts of Consultant, in an amount of not less than $1,000,000 per occurrence and at least $1,000,000 aggregate; and (5) workersÈ compensation insurance with a minimum limit of $500,000.00, or the amount required by law, whichever is greater. (A letter from consultant stating that there is no staff, and will not be Page 4 of 9 8/05/16 staff, waives the workersÈ compensation insurance requirement). The Authority, the AuthorityÈs fire departments, its officers, employees, attorneys, and volunteers shall be named as additional insured on the policy(ies) as to comprehensive general liability, property damage, and automotive liability. The policy(ies) as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the Authority shall be excess insurance only. A. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving the Authority thirty (30) daysÈ prior written notice thereof. Consultant agrees not to cancel, reduce or otherwise modify the insurance coverage. B. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement; shall be issued by an insurance company authorized to do business in the State of California, or approved in writing by the Authority; and shall be placed with a current A.M. Best's rating of no less that A VII. C. Consultant shall submit to The Authority: (1) insurance certificates indicating compliance with the minimum workersÈ compensation insurance requirements above; and (2) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on The Authority's appropriate standard forms entitled "Additional Insured Endorsement,Æ or a substantially similar form, to which the Authority has agreed in writing. D. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow the Authority, as additional insured, to satisfy the self-insured retention (ÅSIRÆ) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the AuthorityÈs Attorney and Finance Director. Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should the Authority pay the SIR or deductible on ConsultantÈs behalf upon the ConsultantÈs failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, the Authority may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by the Authority due to the breach. Page 5 of 9 8/05/16 E. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of ConsultantÈs liability or as full performance of ConsultantÈs duty to indemnify City under Section 8 of this Agreement. 10. Confidentiality. Consultant in the course of its duties may have access to confidential data of the AuthorityÈs fire departments, private individuals, or employees of the AuthorityÈs fire departments. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by the AuthorityÈs fire departments. The AuthorityÈs fire departments shall grant such authorization if law requires disclosure. All the AuthorityÈs fire departmentsÈ data shall be returned to the AuthorityÈs fire departments upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 11. Ownership of Materials. All materials provided by Consultant in the performance of this Agreement shall be and remain the property of the AuthorityÈs fire departments without restriction or limitation upon its use or dissemination by The Authority. Consultant may, however, make and retain such copies of the documents and materials, as Consultant may desire. 12. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to the Authority as a result of the performance of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 13. Termination. Either party may terminate this Agreement with or without cause upon ninety (90) days' written notice to the other party. The effective date of termination shall be upon the date specified in the notice of termination or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, the Authority agrees to pay Consultant for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services. Page 6 of 9 8/05/16 14. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. Consultant shall perform all of the services required under this Agreement or under it supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but the AuthorityÈsÈ fire departments reserve the right, for good cause, to require Consultant to exclude any employee from performing services on the AuthorityÈs fire departmentsÈ premises. 15. Non-Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and shall comply with all rules and regulations of the AuthorityÈs fire departments relating thereto. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant shall cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement, except contracts or subcontracts for standard commercial supplies or raw materials. 16. Assignment. Consultant shall not assign or transfer any interest in this Agreement, nor the performance of any of Consultant's obligations hereunder, without the prior written consent of the AuthorityÈs fire departments. Any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder, shall be void and of no effect. 17. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the Federal, State, and local governments. 18. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the Authority of any payment to Consultant constitute or be construed as a waiver by the Authority of any breach of covenant, or any Page 7 of 9 8/05/16 default which may then exist on the part of Consultant. The making of any such payment by the Authority shall in no way impair or prejudice any right or remedy available to the Authority with regard to such breach or default. 19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including attorney fees and costs, including costs of expert witnesses and consultants. 20. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, shall be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. In the event the parties are unable to mutually agree upon the mediator to be selected hereunder, the Authority shall select such a neutral, third party mediation service and the AuthorityÈs decision shall be final. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that referral of any such dispute or controversy, and mutual good faith efforts to resolve the same thereby, shall be conditions precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. 21. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may from time to time designate in writing pursuant to the provisions of this section. 22. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior or Federal court with geographic jurisdiction over the Authority. 23. Counterparts. This Agreement may be executed in any number of counterparts, each of who shall be deemed to be the original, all of which together shall constitute one and the same instrument. 24. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement Page 8 of 9 8/05/16 Professional Services Agreement for Fire Department Medical Director Submitted to: South Bay Regional Public Communications Authority By: Marc R. Cohen, MD A-1 Summary As required by upcoming Los Angeles County Emergency Medical Services Agency regulation changes, all fire departments in Los Angeles county will need to procure the services of a Fire Department Medical Director. An agency Medical Director will be required for the provision of Emergency Medical Services (EMS) rendered by firefighter paramedics and Emergency Medical Technicians (EMTs). I have experience as the Medical Director for the Torrance Fire Department and am qualified to provide this service to other departments. The cost of services of the Medical Director would be $75,000 per year over a three year period. Discussion Medical Directors enhance the overall quality of prehospital care by providing medical expertise in EMS. There is a specific need for the Fire Departments of Manhattan Beach, Hermosa Beach, and El Segundo to retain a Medical Director in order to meet County regulations and guidelines. as of July 1, 2016, all Los Angeles County EMS Provider Agencies must have a Medical Director. Per DHS Reference 411 (http://file.lacounty.gov/dhs/cms1_206202.pdf), a Provider Agency Medical Director must: be board certified in Emergency Medicine be engaged in the clinical practice of emergency medicine be familiar with polices, procedures, and protocols of the Los Angeles County EMS Agency attend EMS system orientation provided by the LACEMS Agency attend 50% of LACEMS Medical Council meetings I meet each of these requirements. I have worked in the South Bay at Harbor-UCLA Medical Center, Little Company of Mary, and other local hospitals for over 15 years and have been board certified since 2003. I am a base station physician, a Provider Agency Medical Director, a member of the LA County EMS Agency Medical Advisory Committee; I have previously been a base station director. A-2 Fire Department Medical Director Scope of Work The Medical Director is responsible for: 1. Acting as liaison to the county and state EMS agencies, advocating for the department while keeping it current with policy change. 2. Serving as Drug Authorizing Physician for each affiliated fire department, utilizing his/her medical license and DEA number to purchase drugs, medical devices, and controlled substances. 3. Overseeing the purchasing, storing, and distributing controlled drugs for the provider agency in accordance with County of Los AngelesÈ Department of Health Services Reference No. 702, Controlled Drugs Carried on ALS Units. 4. Assisting the agency in maintaining written controlled drug policies and for providing input into disciplinary actions that have controlled drug implications. 5. Routinely meeting with the medical community to ensure that the practices of the agency and its personnel are satisfactorily meeting their needs relative to the handling pharmaceuticals and controlled drugs. 6. Developing and maintaining standard policies and procedures to provide optimal prehospital patient care to the local community. 7. Working with the paramedic educator to provide training and continuing education. 8. Oversight of quality assurance and quality improvement programs. 9. Development and oversight of vaccine administration program for firefighters and paramedics. 10. Monitoring annual equipment fit testing. Per Reference 411, the specific role and responsibilities of the Medical Director include the following: 1. Medical Direction and Supervision of Patient Care, including: A. Advises the provider agency in planning and evaluating the delivery of prehospital medical care by EMTs and paramedics. B. Reviews and approves the medical content of all EMS training performed by the provider agency and ensures compliance with continuing education requirements of the State and local EMS agency. A-3 C. Reviews and approves the medical components of the provider agencyÈs dispatch system. D. Assists in the development of procedures to optimize patient care. E. Reviews and recommends to the EMS Agency Medical Director any new medical monitoring devices under consideration and ensures compliance with State and local regulation. F. Evaluates compliance with the legal documentation requirements of patient care. G. Participates in direct observation of field responses as needed. H. Participates as needed with appropriate EMS committees and the local medical community. I. Ensures provider agency compliance with controlled substance documentation requirements. 2. Auditing and Evaluation of Patient Care A. Assists the provider agency 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 provider agency medical personnel to medical policies, procedures and protocols of the Los Angeles County EMS Agency. C. Coordinates delivery and evaluation of patient care with base and receiving hospitals. 3. Investigation of Medical Care Issues A. Reviews incidents with unusual or adverse patient outcomes, inadequate performance B. Evaluates medical performance, gathers appropriate facts and, as needed, forwards those facts in writing to the Los Angeles County EMS Agency Medical Director. C. Ensures that appropriate actions are taken on cases with patient care issues with adverse outcomes, e.g., training, counseling, etc. A-4 Budget Total Budget: $75,000 per year over 3 years, for a total of $225,000. Each individual department would bear one third of the cost. Conclusion Establishing an Fire Department Medical Director will improve the quality of paramedic care delivered to the entire South Bay community. Upcoming regulatory changes mandate the use of a Director to provide oversight, quality improvement, and access to medications. I have experience as a Medical Director and have worked with beach cities fire personnel in the emergency room and administratively for many years. I look forward to the opportunity to assist the departments in the future. If you have any questions, please contact me at (310) 908-6460, emsdoc911@hotmail.com, or 346 Manhattan Avenue, Hermosa Beach, CA 90254. Marc R. Cohen, MD March 8, 2016 A-5