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CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGEU
BY: DAN HURLOCK, FIRE CHIEJ
SUBJECT: PROFESSIONAL SERVICES AGREEMENT AMENDMENT BETWEEN THE
CITY OF DOWNEY AND KEVIN ANDRUSS, MID FOR MEDICAL
DIRECTOR SERVICES
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That the City Council authorizes the Mayor to enter into a professional serviCesim 0 agreement with Kevin Andruss, MD for his service as Downey Fire Department Medical Director.
The fire department is an emergency medical services provider and as such is required to have a medical director in place. Los Angeles County Emergency Medical Services Agency Reference 411 identifies the qualifications, expectations, and requirements for a provider agency Medical Director.
The Medical Director must be certified by the American Board of Emergency Medicine and actively engaged in providing emergency medical care or instruction. Within our agency, this individual advises on providing emergency medical care to the community, oversees the quality improvement program, and serves as a liaison between the Fire Department and area receiving hospitals.
Dr. Andruss meets all of the criteria set forth by the Los Angeles County Emergency Medical Agency and actively practices emergency medicine at an area hospital. He has gerved within the Emergency Medical Services system in several different roles and brings a wealth of training and experience to our City.
PROFESSIONAL SERVICE AGREEMENT FOR MEDICAL DIRECTOR SERVICES WITH KEVIN
ANDRUSS,MD
SEPTEMBER 13, 2022
PAGE 2
serviceAnnual agreement costs are $35,000. Funding for the project will ca - • the current, approved operating budget accounts1 • 1 1' 01
ATTACHMENTS
Attachment A: Professional Services Agreement between Kevin Andruss, MD and the City of Downey for Medical Director Services
CITY OF DOWNEY
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1. PARTIES AND DATE.
This Agreement is made and entered into this 12th day of July, 2022 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and Kevin Andruss, MD, an individual, with its principal place of business at P.O. Box 164 Sea[ Beach, CA 90740 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain professional emergency medical director services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing emergency medical director services to public clients, is licensed in the State of California, and is familiar with the plans of City.
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Gemql-�op@ gt�Lepdo �. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional emergency medical director services necessary for the Project ("Services"), The Services are more particularly described in Exhibit "A"attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be July 1, 2022 to July 1, 2025 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. �- �1111011
The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant.
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Control and P Mment of Subordinates, lndevendent!�i r�- The Services shall'be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CaIPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
3.2.3 Conformance"toAookable ft��All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
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Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and ither staff at all reasonable times,
Standard g Care; Pjg•Lmance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, has all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Requiations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force a) the time the Services are performed by Consultant and 'in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement,
3.2.10 Insurance
3.2.10.1 Minimum Reguiremerft. Consultant shall, at its expens(3-- pritcyre a64 mai6tai6 ftr t�e �Ymti*A if tXe
to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minirnum Spove of Insurance. (1) Commercial General Liability covering CGL on an "occurrence" basis
(B) Minimum Urnits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.1, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.2 Professional Uabi& Errors & On�isiippecific for EMS Medical Direction that includes incidental bodily injury for direct, indirect or directed patient care and 3rd party EPLI coverage in addition to all professional services provided by the EMS Medical Director. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,ill ,ill in the aggregate, and shall be endorsed to include contractual liability. if the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.3 Insurance Endorsements. The insurance policies shal! contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to liability arising Irom the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services, Project or operations; and (2) the insurance coverage shall be primary insurance as respects ihe City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
3.2,10.9 Claims -Made Polides, If any of the policies provide coverage on a claims -made basis,
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement._
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries-, and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
QqmpgMto. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $35,000 for the first year, payable in monthly installmen of $2,916.67 without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. I
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3.3.3 Reimburseplentf6f Exveonsultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 IEKtra �Nork. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
3.4.1 U14intenange and l6gpIpetion. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
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Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and ir such manner as it may determine appropriate, services similar to those terminated.
3.5.2 DeliVery of Nq��- All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Kevin Andruss, MD Inc.
P.O. Box 164
Seal Beach, Ca 90740
atwna=l� is�T
City of Downey
Fire Administration
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 299-5400
Attn: City Manager
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City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. =10 LWRII#-
3.5.3.1 Documents ADgtg: _:Ligghtih of Intellectual P . Thi Agreement creates a non-exclusive and perpetual license for City to copy, use, mo ify reuse, or sublicense any and all copyrights, designs, and other intellectual property ei�bodi in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not withi the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 ConfidentialitV. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
Qopperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attornev's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneysfees and all other related expenses in such litigation.
General Indqq2n&�. Except as provided in subdivisioi
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (wit� counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of actiot costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys'fees and other related costs and expenses. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractorc, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligatio to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct. M
3.5.7 En ireLAgrpgMgnL This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.5.8 Governina Law. This Agreement shall be governed by the laws of tN�_ State of California. Venue shall be the courts in Los Angeles County.
privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5,16 No Third Patty Beneficiaries. There are no intended third party 'iterieficiaries of any right or obligation assumed by the Parties.
3.5.17 lnvalidiLy,Severability. If any portion of this Agreement is declared 'nvalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining vrovisions shall continue in full force and effect.
3.5.18.Prohibited Interests. Consultant maintains and warrants that it has not amployed nor retained any company or person, other than a bona fide employee working ?,olely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that i�- I I
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In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control,
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3-6.1 Prior Aporo�g��� Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 12 CITTOF DOWNEY,
a California municipal corporatior
end charter city
In
City Clerk
Approved as to
City Attorney
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By:
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Secretary
Legal Counsel
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EXHIBIT "A"
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substancesThe Agency Medical Director will serve as the Drug Authorizing Physician that utilizes his/her medical license and DEA number to purchase drugs, medical devices, and controlled • Downey Fire D-f.
The Agency Medical Director is responsible for:
1 . Overseeing the purchasing, storing, and distributing controlled drugs for DFD in accordance of • Angeles' Department of Health- -s Reference No. 70• r -r Drugs Carried on ALS Units.
Ensuring2. DFD compliance with LosAngeles Cr Agency controlled substance community.policies and procedures.
3. Participating as needed with appropriate EMS committees and the local medical
4. Assisting in the development of procedures to optimize patient care.
5. Evaluating compliance with the legal documentation requirements of patient care.
6. Participating in direct observation of field responses as needed.
7. Assisting DFD in the development and implementation of a continuous quality improvement program • ensure quality medical
i Evaluating adherence of DFD medical personnel to medical policies, procedures protocols of the Los Angeles County EMS Agency.
• Reviewing incidents with unusual or i patient outcomes, .f.`• performance of personnel,• complaints related to the delivery of '•
10. Ensuring that appropriate actions are taken on cases with patient care issues with adverse outcomes.
11. Provision of ••i for i approved `• pilot programs.
12. Reviewing dispatcher •re -arrival instructions forpatients.