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CONTRACT 5907 Professional Services Agreement CLOSEDAgreement No. 5907 CONSULTING SERVICES AGREEMENT MEDICAL DIRECTOR THIS MEDICAL DIRECTOR CONSULTING AGREEMENT ("Agreement") is made as of May 01, 2020 by and between the City of El Segundo, California municipal corporation (hereinafter collectively referred to as "City") on the one hand and Marc Cohen, M.D., A Professional Corporation ('"'Consultant") on the other hand. RECITALS A. On March 4, 2020, Governor Newsom proclaimed a statewide emergency because of COVID-19; on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic; on March 13, 2020, the President declared a National Emergency; on March 16, 2020, the City of El Segundo declared a local emergency (ratified by the El Segundo City Council on March 17, 2020). B. The City desires to retain Consultant to serve as City's Agency Medical Director, to provide medical advice and guidance to matters affecting all City employee medical surveillance and testing following contact or exposure to COVID-19 and to provide recommendations related to policy decisions impacting the City; and to serve as the City's Drug Authorizing Physician to purchase drugs, medical devices, and controlled substances for El Segundo Fire Department and to advise on and coordinate medical aspects of field care as defined by the Los Angeles County EMS Agency. C. 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" the 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." 2. Term of Agreement. This Agreement shall take effect May 01, 2020, and shall continue for a term of 7 months until December 31, 2020, unless earlier terminated pursuant to the provisions herein. 3. Compensation. As compensation for the Consultant's services hereunder, the City shall pay the Consultant the rate of $6,000 per month, not to exceed $50,000 without prior written amendment to this Agreement. 4. City Representative. Unless otherwise designated in writing, the Incident Commander, Jeff Leyman shall serve as the City's representative for the administration Agreement No. 5907 of this Agreement. All activities performed by the Consultant shall be coordinated with the City's representative. 5. Addresses for Notices. City: City of El Segundo Attn: Chris Donovan 314 Main Street El Segundo, CA 90245 Consultant: Marc R. Cohen, M.D., A Professional Corporation 346 Manhattan Ave Hermosa Beach, CA 90254 6. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to the City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of their agents shall have control over the conduct of Consultant except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that he is in any manner an agent or employee of the City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City are 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 City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. 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. 8. Indemnification. Consultant shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys 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 his failure to comply with any of his obligations contained in this Agreement, regardless of City's passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Consultant's legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys fees, expert fees and Agreement No. 5907 all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the City (and its 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 is permitted by the law of the State of California and will survive termination of this Agreement. 9. Insurance. The 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 City, the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: TYQe of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits igombined sln le $1,000,000 $3,000,000 $1,000,000 statutory requirement. A. Commercial general liability insurance will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Commercial General Liability policy will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. B. The professional liability insurance (errors and omissions) must 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 $3,000,000 aggregate. When coverage is provided on a "claims made basis," Consultant will continue to maintain the insurance in effect for a period of three years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees or agents during the time this Agreement was in effect. C. 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 City thirty (30) day's prior written notice thereof. Consultant agrees that he will not cancel reduce or otherwise modify the insurance coverage. D. All insurance required will be primary coverage as respects City and any insurance or self-insurance maintained by City will be excess of Consultant's insurance coverage and will not contribute to it. Agreement No. 5907 E. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement shall be placed with a current A.M. Best's rating of no less that A VII. F. Self Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self -insured retention ("SIR") 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 City Attorney and the 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 City pay the SIR or deductible on Consultant's behalf upon the Consultant's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach. G. Consultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. 10. Confidentiality. Consultant in the course of his duties may have access to confidential data of City, private individuals, or employees of the City. 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 City. City shall grant such authorization if disclosure is required by law. All City's data shall be returned to City 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 City without restriction or limitation upon its use or dissemination by City. Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire. 12. Conflict of Interest. Consultant covenants that he 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 him. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. X- Agreement No. 5907 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 ninetieth (90th) day following delivery of the notice. In the event of such termination, City agree 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. 14. Personnel. Consultant represents that he has, or will secure at his own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under his supervision, and all personnel engaged in the work shall be qualified to perform such services. 15. Non -Discrimination and Equal Employment Opportunity. 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 his services and duties pursuant to this Agreement, and will comply with all rules and regulations of City 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. 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 City, and 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 parry 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 City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City 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 reasonable attorney's 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 Agreement No. 5907 parties hereto. In the event the parties are unable to mutually agree upon the mediator to be selected hereunder, the City shall select such a neutral, third party mediation service and the City's 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. This Contract shall be interpreted, construed and enforced in accordance with the laws of the State of California. 23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and 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 between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the City Manager or Mayor and attested by the City Clerk. 25. Exhibits. All exhibits referred to in this Agreement are incorporated herein by this reference. [signatures on following page] OP Agreement No. 5907 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF EL SEGUNDO, A g�eral law city AA itnick, City Manager APPROVED AS TO FORM:C� for Mark D. Hensley, Cit y Attorney MARC R. COHEN, M.D. A Professional Corporation Taxpayer ID No.: 20-3372220 Agreement No. 5907 EXHIBIT A Scope of Work During the City response to the COVID-19 response, the Consultant shall serve as the City's Agency Medical Director and shall provide medical advice and guidance to matters affecting all City employee medical surveillance and testing following contact or exposure to COVID-19, as well as provide advice and recommendations related to policy decisions impacting the City. In addition, the Consultant will serve as the Drug Authorizing Physician that utilizes his/her medical license and DEA number to purchase drugs, medical devices, and controlled substances for El Segundo Fire Department. The Agency Medical Director will also advise on and coordinate medical aspects of field care as defined by the Los Angeles County EMS Agency. Qirector Rgggiremenjs The Agency Medical Director must be: 1. Board certified by the American Board of Emergency Medicine.. 2. Engaged in the clinical practice of emergency. 3. Knowledgeable on the current policies, procedures, and protocols of the Los Angeles County EMS Agency. The Agency Medical Director is: 1. Responsible for advising the provider agency in planning and evaluating the delivery of prehospital medical care by EMTs and paramedics. 2. Responsible for reviewing and approving the medical content of all EMS training performed by the provider agency and shorts compliance with continuing education requirements of the state and local EMS agency. 3. Responsible for reviewing and approving the medical component of the provider agencies dispatch system. 4. Responsible for assisting in the development of procedures to optimize patient care. 5. Responsible for reviewing and recommending to the EMS Agency Medical Director any new medical monitoring devices under consideration and ensures compliance with state and local regulations. 6. Responsible for evaluating compliance with the legal documentation requirements of patient care. &I, Agreement No. 5907 7. Responsible for participating as needed with appropriate EMS committees and the local medical community. 8. Responsible for ensuring provider agency compliance with Los Angeles County EMS Agency controlled substance policies and procedures. a. Responsible for overseeing the purchasing, storing, and distributing controlled drugs for the provider agencies in accordance with County of Los Angeles' Department of Health Services Reference No. 702, Controlled Drugs Carried on ALS Units. b. Responsible for assisting the agency in maintaining written controlled drug policies. c. Responsible for providing input into disciplinary actions that have controlled drug implications 9. Responsible for assisting the provider agency in the development and implementation of a continuous quality improvement program to ensure the provision of quality medical care. Provide recommendations for training and operational changes based on quality improvement results. 10. Responsible for evaluating the adherence of provider agency medical personnel to medical policies, procedures, and protocols of the Los Angeles County EMS agency. 11. Responsible for coordinating delivery and evaluation of patient care with base and receiving hospitals. 12. Responsible for reviewing incidents with unusual or adverse patient outcomes, inadequate performance of EMS personnel, and complaints related to the delivery of medical care. 13. Responsible for evaluating the medical performance, gathering appropriate facts and, as needed, forwarding these facts in writing to the Los Angeles County EMS agency medical director. 14. Responsible for ensuring that appropriate actions are taken on cases with patient care issues with adverse outcomes, e.g., training, counseling, etc. The controlled drugs will be stored at El Segundo Fire Station 1. The Consultant will manage the program from a facility provided by the City. City will be responsible for record keeping. t-