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CONTRACT 6424 Professional Services AgreementAgreement No. 6424 PROFESSIONAL SERVICES AGREEMENT BETWEEN m THE CITY OF EL SEGUNDO AND MARC R. COHEN, MD, A PROFESSIONAL CORPORATION This AGREEMENT is made and entered into this 1st day of July, 2022 (the "Effective Date"), by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and MARC R. COHEN, MD, A PROFESSIONAL CORPORATION, a California S-Corp ("Consultant"). The parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed fifty-four thousand dollars ($54,000) each fiscal year for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES, A. CONSULTANT will perform the Emergency Medical Services ("EMS") Medical Director services listed in the attached Exhibit 'A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to City of El Segundo Professional Services Page 1 of 11 Agreement No. 6424 cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK, A. By executing this Agreement, CONSULTANT agrees that it has; Carefully investigated and considered the scope of services to be performed; Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B, If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. The term of this Agreement will be from the Effective Date through June 30, 2023. Thereafter, this Agreement will automatically renew annually for a one year period City of El Segundo Professional Services Page 2 of 11 Agreement No. 6424 beginning July 1, 2023. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE, A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and i. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty- eight (48) hours, in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit: A: Scope of Work and Fees ("El Segundo Fire Department Provider Agency Medical Director Services") 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. City of El Segundo Professional Services Page 3 of 11 Agreement No. 6424 13. PERMITS AND LICENSES. CONSULTANT, at maintain during the term of this Agreement, all certificates that may be required in connection with this Agreement. its sole expense, will obtain and necessary permits, licenses, and the performance of services under 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15.TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Termination will be effective upon CITY's provision of written notice to CONSULTANT of termination. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C, Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. City of El Segundo Professional Services Page 4 of 11 Agreement No. 6424 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: L Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. City of El Segundo Professional Services Page 5 of 11 Agreement No. 6424 B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which it is performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22.INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits City of El Segundo Professional Services Page 6 of 11 Agreement No. 6424 Commercial general liability: $2,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies 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 endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. 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. C, Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such 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. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from City of El Segundo Professional Services Page 7 of 11 Agreement No. 6424 payments due to CONSULTANT under this Agreement or terminate pursuant to Section 155. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Marc R. Cohen, MD A Professional Corporation 346 Manhattan Ave Hermosa Beach, CA 90254 Attention: Marc R. Cohen, MD Phone: 310-908-6460 Email: emsdoc9ll@hotmail.com If to CITY: City of El Segundo 350 Main Street El Segundo, CA Attention: Deena Lee, Fire Chief Phone: 310-524-2219 Email: dlee@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. City of El Segundo Professional Services Page 8 of 11 Agreement No. 6424 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29.INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33.SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. 35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. City of El Segundo Professional Services Page 9 of 11 Agreement No. 6424 37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] City of El Segundo Professional Services Page 10 of 11 Agreement No. 6424 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George, City Manager ATTES : Trac We er„ -12 City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Joaq i Vazquez, Depu City Attorney 'X City of El Segundo Professional Services Page 11 of 11 COMPANY NAME Marc R. Cohen, MD A Professional Corporation Taxpayer ID No. 20-3372220 Agreement No. 6424 "Exhibit A" El Segundo Fire Department Provider Agency Medical Director Services Position Summary: • EMS Medical Director is responsible for performing professional level work in planning and training activities and programs with health and medical components; providing direction for fire service medical issues; providing medical consultation to major support functions; and providing on -scene medical oversight and patient care on selected incidents. Minimum Qualifications: Education and Certifications: 1. Medical Doctor (MD) or Doctor of Osteopathy (DO) 2. Completion of an accredited emergency medicine residency program 3. Continuing ABEM Emergency Medicine Board certification 4. Continuing ABEM EMS Subspecialty Board certification 5. Active engagement in the clinical practice of emergency medicine 6. Active engagement in EMS medical direction and EMS education with a minimum of 5 years professional experience in an EMS Provider Agency leadership role 7. Meets the requirements, roles, and responsibilities outlined in the Los Angeles County Department of Health Services Prehospital Care Policy Reference 411— Provider Agency Medical Director. Licenses and certification 1. California Physicians and Surgeons License (active and valid without restriction) 2. Drug Enforcement Agency License (active and valid without restriction) 3. California Driver's License (active and valid without restriction). Agreement No. 6424 Scope of Services: • In consultation with the Fire Chief, EMS Coordinator, and Nurse Educator, provides medical oversight and expertise to EMS Operations, including providing medical oversight and information to planning and operations personnel. • Assists on operations training topics with EMS, medical and health components; provides medical oversight and assists Nurse Educator(s) with EMS education curriculum development; provides direct EMS classroom and skills instruction and indirect education and briefings. • Conducts research, evaluates case studies, interprets data and formulates reports relative to the provision, delivery, evaluation, and management of the EMS Program. • Oversees 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. This includes: o Assisting in maintaining written controlled drug policies. o Providing input into disciplinary actions that have controlled drug implications. o Meeting with the medical community to ensure that the practices of the agencies and its personnel are satisfactorily meeting their needs relative to the handling pharmaceuticals and controlled drugs. • Provides medical oversight and expertise to continuous quality improvement (CQI) programs by reviewing and analyzing EMS effectiveness, system trends, and needs in an effort to ensure EMS system excellence. • Develops and assists in the formulation of policies and procedures. • Participates in call reviews with nurse educators, firefighter/paramedics, and firefighter/EMT's. • Evaluates the adherence of ESFD paramedics to medical policies, procedures and protocols of the Los Angeles County EMS Agency in collaboration with the EMS Coordinator and Nurse Educator. Reviews incidents with unusual or adverse patient outcomes and complaints related to the delivery of medical care. Assists in the review of incidents with medical care issues by reviewing incidents and ensuring appropriate actions are taken Evaluate compliance with the legal documentation requirements of patient care in collaboration with the Nurse Educator and EMS Coordinator. • Serves as an ESFD representative and liaison with medical directors and administrators of the Los Angeles County EMS Agency, base hospitals, regional trauma centers, paramedic receiving hospitals, acute care facilities, paramedic training institutions and professional medical groups. • Attends EMS Agency administrative and oversight committee meetings such as Medical Advisory Committee, Provider Agency Advisory Committee, Base Hospital Committee. • Reviews results and provides input following the annual ESFD survey conducted by the Los Angeles County EMS Agency. • Participates in direct observation of field responses and provides medical direction during a field response per Los Angeles County EMS Agency Policy 411 as needed. • Assists EMS Coordinator/Designated Officer with decisions involving risk assessment, postexposure prophylaxis and treatment of occupational infectious disease exposures; assists Risk Management/Safety Officer/Respiratory Program Manager with medical and Agreement No. 6424 health components of OSHA Respiratory Protection Standard; provides input to Safety and Occupational Health Project Team with regard to firefighter safety and health issues. • Provides expert medical expertise and information to the Hazardous Materials Response Team and Hazardous Materials Support Services on issues of environmental and clinical toxicology in administration, planning, training and operations. • Reviews and recommends to the EMS Agency Medical Director any new medical monitoring devices or procedures under consideration and ensures compliance with State and local regulations. • Provides medical duties within the ICS Medical Unit or as Medical Unit Leader on extended incidents to provide medical care and rehabilitation of firefighters on scene of extended incidents. • Serves as the Medical Director for any Emergency Medical Dispatch (EMD) program and review and approves the medical components of the dispatch system including medical dispatch strategies and pre -arrival instructions. • Assists Public Information Officer (PIO) as a technical specialist on emergency services medical and health issues. • Provides medical standing orders to the EMS Coordinator for administration of flu vaccines and other orders as needed. • Supports the ESFD and City in development and execution of projects directed at improving care for low acuity 911 users, high utilizers of 911 services, at -risk seniors, patients struggling with mental illness or substance addiction, homeless patients, or other selected patient populations as needed. • Assists ESFD in identifying patient populations where EMS is well positioned to mitigate care needs and improve prehospital system efficiency. Maintains a record of ESFD how utilizes and develops approaches to improve their care and linkage to services. Works with internal and external health service experts to elicit guidance on measuring and optimizing patient linkage to follow up services, including medical and non -medical resources. • Analyzes ESFD EMS patient care data to assess needs, assists with EMS system planning, assists with prehospital performance improvement, and promotes increased system efficiency. • Meets with hospital based providers and administrators to promote ESFD projects and community integration. • Interfaces with EMS medical directors of similar programs around the county and country to compile and implement best practices.