IID CityofDowney AGENDA MEMO
I APPROVED B)
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCILCIW WMGETO:
FROM:
DATE:
OFFICE OF THE CITY MANAGER
BY: ANTHONY HILDEBRAND, FIRE CHIEF
SEPTEMBER 23, 2025
SUBJECT: APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF DOWNEY AND DAVID HAASE, MD, AS THE EMERGENCY
MEDICAL SERVICES MEDICAL DIRECTOR
EXECUTIVE SUMMARY
The City Council will consider approving a professional services agreement with David Haase, MD, for his service as the Downey Fire Department’s Emergency Medical Service Medical Director. This role is required by the Los Angeles County Emergency Medical Services Agency for the Fire Department to provide emergency medical services in the City of Downey.
(RECOMMENDATION
That the City Council:
Approve the Emergency Medical Services Medical Director Agreement with David Haase, MD, for Medical Director services, for a two-year and nine-month term beginning on October 1 , 2025, for a total contract amount of $101,250.
BACKGROUND
The Downey Fire Department is a provider of emergency medical services and is required to have a medical director on staff at all times. Los Angeles County Emergency Medical Services (EMS) 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 and instruction. Within our agency, this individual advises on providing emergency medical care to the community, oversees the quality improvement program, facilitates the procurement and administration of controlled medications, and serves as a liaison between the Fire Department and area receiving hospitals, as defined by the Los Angeles County EMS Agency
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PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DOWNEY AND DAVID HAASE.
MD. AS THE EMERGENCY MEDICAL SERVICES MEDICAL DIRECTOR
SEPTEMBER 23, 2025
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ANALYSIS
Dr. Haase meets all of the criteria set forth by the Los Angeles County Emergency Medical Agency and actively practices emergency medicine at a Los Angeles County hospital. His home base hospital delivers comprehensive emergency services, including trauma, heart attack, stroke, and paramedic base-contact center specialty services. Additionally, Dr.
Haase was previously a United States Air Force Pararescueman and continues to serve in this role as an active member of the California Air National Guard . He has served within the EMS system in several different roles, including emergency medical technician and paramedic, and brings a wealth of training and experience to our City The Downey Fire Department followed past practice of soliciting for a new EMS Medical Director through the regional network of EMS Medical Directors. Based on Dr. Haase's qualifications, recommendations from regional Emergency Medicine practitioners, and a selection process, he is the recommended candidate to serve as the Downey Fire Department's EMS Medical Director, There were three qualified physicians considered in the selection process, One candidate was eliminated due to a conflict. Of the two remaining physicians interviewed, Dr. Haase demonstrated the qualities, skills, and experience that the selection committee felt would be in the best interests for the position.
CITY COUNCIL PRIORITIES
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Efficiency & Adaptability
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
Approval of the recommended action will result in an expenditure of $26,250 (pro-rated amount from original allocation of $35,000 for 9 months remaining in the fiscal year) from the approved Fire Department fund 104-2630-0700 operating budget for FY 2025-2026 Then $40,000 in FY 2026-2027, and $45,000 in FY 2027-2028 ArrACHMENTS
Attachment A: PSA Fire - Dr. Haase EMS Medical Director Agreement October 1. 2025 Through June 30, 2028
Attachment B: Dr, Haase - Medical Director Certificate of Insurance October 1, 2025 Through September 30, 2026
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I CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH DAVID HAASE. MD
FOR EMERGENCY MEDICAL SERVICES MEDICAL DIRECTOR SERVICES
1. PARTIES AND DATE
This Agreement is made and entered into this 1 st day of October, 2025 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1111 Brookshire Avenue, Downey California 90241 ("City") and David Haase, MD, an individual, with its principal place of business at 10316 Sepulveda Blvd #130, Mission Hills, CA 91345 ("Consultanf'). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional Emergency Medical Services 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 Services Medical Director services to public clients, is licensed in the State of California, and is familiar with the plans of the City.(
2.2 Project.
City desires to engage Consultant to render such services for the Emergency Medical Services Medical Director project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. 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 Services Medical Director services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. Al 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 from October 1, 2025, to June 30, 2028, unless earlier terminated as provided herein. Consultant shall complete the
ATTACHMENT A
Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant (
3.2 Responsibilities of Consultant
3.2.1 Control and Payment of Subordinates; Independent Contractor. 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 CaIPERS 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
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3.2.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City
3.2.3 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.
3.2.4 City’s Representative. The City hereby designates Anthony Hildebrand, Fire Chief, or his or her designee, to act as its representative for the (
(performance of this Agreement (“City's Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee
3.2.5 Consultant’s Representative, Consultant hereby designates himself, as the sole entity in all interactions with the City and/or the City's Representative.
3.2.6 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 other staff at all reasonable times.
3.2.7 Standard of Care; Performance 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. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have 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 or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a 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
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3.2.8 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at 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
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3.2.9 Insurance
3.2.9.1 Minimum Requirements. Consultant shall, at its expense procure and maintain for the duration of the Agreement insurance against claims for injuries 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) Minimum Scope of Insurance. General liability (GL)
covering GL on an “occurrence” basis,
(B) Minimum Limits of Insurance. Consultant-shall maintain limits no less than: (1) General liability: No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage, and personal and advertising injury. If 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 3.2.9.2, 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.
3.2.9.2 Professional Liability (Errors & Omissions). 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 $2,000,000 on 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.
3.2.9.3 Insurance Endorsements. The insurance policies shall 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 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 from the work, Services, Project or operations performed by or on behalf of the Consultant, 4 (
(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 the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultants scheduled underlying coverage .
(B) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City. its directors officials, officers, employees, agents and volunteers.
3.2.9.4 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
3.2.9.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions, In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials. officers, employees, agents and volunteers (
3.2.9.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City, City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City.
3.2.9.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, authorized to do business in California, and satisfactory to the City
3.2.9.8 Verification of Coveraqe. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement.
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.
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3.2.9.9 Claims-Made Policies. 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
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3.2.10 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. (
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth hereto and incorporated herein by reference. The total compensation shall not exceed $26,250.03 through the period ending June 30, 2026, payable in monthly installments of $2.916.67 without the 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. In year two, July 1 , 2026, through June 30, 2027, there shall be an increase in total compensation to $40,000, payable in equal monthly installments of $3,333,33. 1n year three, July 1, 2027, through June 30, 2028, there shall be an increase in total compensation to $45,000, payable in equal monthly installments of $3,750.00
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon 6 (
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. 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 Accounting Records.
3.4.1 Maintenance and Inspection. 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 General Provisions.
(3.5.1 Termination of Agreement,
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice 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; (
7 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.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated
3.5.2 Delivery of Notices. 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 Consultant:
Dr. David Haase
10316 Sepulveda Blvd #430
Mission Hills, CA 91345
Phone: (972) 322-9771
Email: [email protected]
City :
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: City Manager
With a courtesy copy to
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
3.5.3 Ownership of Materials and Confidentiality
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied 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 & Data”). 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 within the purposes intended by this Agreement shall be at City’s sole risk(
3.5.3,2 Confidentiality. 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.
3.5.4 Cooperation; 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 Attorney'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 9 (
from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation (
3.5.6 Indemnification
3.5.6.1 General Indemnification. Consultant shall defend (with 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 action 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, subconsultants 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 contractors 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, actions or other legal proceedings of every kind that may be brought or instituted against City 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 obligation 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
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3.5.7 Entire Agreement. 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 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Riqht to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
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(3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assiqnment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. (3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach. whether of the same or other covenant or condition. No waiver. benefit, 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 Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, 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 a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom (
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3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services,
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power. right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
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3.5.23 Effect of Conflict
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
3.6 Subcontracting.
3.6.1 Prior Approval Required. 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. 12 (
CITY OF DOWNEY.
a California municipal corporation,
and charter cIty
DAVID HAASE. MD.
an independent contractor
By:By:
Rodger Bradley, City Manager
r e / II/b
laase, MDDavi
Attest :
M. Alicia Duarte, City Clerk
Approved as to Form
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13 EXHIBIT "A"
SCOPE OF SERVICES
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Aqency Emerqencv Medical Services Medical Director
The Agency Emergency Medical Services Medical Director will serve as the Drug Authorizing Physician who utilizes his/her medical license and DEA number to purchase drugs, medical devices, and controlled substances for the Downey Fire Department.
Specific Responsibilities
The Agency Emergency Medical Services Medical Director is responsible for Overseeing the purchasing, storing, and distributing controlled drugs for DFD in accordance with the County of Los Angeles' Department of Health Services Reference No. 702, Controlled Drugs Carried on ALS Units
Ensuring DFD compliance with Los Angeles County EMS Agency controlled substance policies and procedures
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3. Participating as needed with appropriate EMS committees and the local medical community,
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 to ensure quality medical care
Evaluating adherence of DFD medical personnel to medical policies, procedures, and protocols of the Los Angeles County EMS Agency,
8 9. Reviewing incidents with unusual or adverse patient outcomes, inadequate performance of EMS personnel, and complaints related to the delivery of medical care,
10. Ensuring that appropriate actions are taken on cases with patient care issues with adverse outcomes
11 . Provision of support for county-approved pilot programs
12. Reviewing dispatcher pre-arrival instructions for critical patients (
NAUTILUS INSURANCE COMPANY
A Stock Insurance Company Declarations Page
(
Emergency Medical Services Medical Directors Professional Liability and General Liability Insurance Policy
NOTICE: THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE AND REPORTED BASIS SUBJECT TO ITS TERMS. THIS POLICY APPLIES ONLY
TO ANY CLAIM FIRST MADE AGAINST THE INSUREDS AND REPORTED TO THE INSURER DURING THE POLICY PERIOD OR ANY EXTENDED
REPORTING PERIOD THAT MAY APPLY
PLEASE READ AND REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER Whenever printed in this Declarations Page, the boldface type terms shall have the same meanings as indicated in the Policy Item 1 Name and Address of Named Insured,
David A. Haase MD PC
1128 Ocean Park Blvd, Apt 313
Santa Monica, CA 90405
Policy Number: EMD-2300375-PI
Item 2
Item 3,
Policy Period:From October 1, 2025 (inception date) to October 1. 2026 (expiration date) Limits of Liability for the Policy Period
(Both dates at 12:01 a.m. Standard Time at the address of the Named Insured) A. EMD Medical Directors Error and Omissions Coverage: $2,000,000 each Claim B. EMD Medical Directors General Liability Coverage: $2,000,000 each Occurrence C. Policy Aggregate: $4,000,000 all Claims / Occurrences r tem
RETROACTIVE DATE:
A.EMD Medical Directors Error and Omissions Coverage: October 07, 2025 EMD Medical Directors General Liability Coverage: October OT, 2025 If a date is indicated, this insurance will not apply to any act, error, omission, medical professional injury orOccurrence that occurred before such date Item 5
Item 6.
Item 7.
Deductible:SQ each and every Claim
Premium :
Terrorism coverage is included for $0
$6,050
Forms and Endorsements attached at inception:EMD 7000-(04.16).N 2 3
4 5
6 7
8 9
028.OFAC
150.CA.
265.
266-
701 .CR-CA-
EMD 000902 (09-15)
EMD 500902- 0920-NF
EMD-CANNR-CA- 1024
NIC-E906-CA- 0821
(03-16)
0120
0220
(02/20)
0124 NIC
Trade and Economic Sanctions
IMPORTANT NOTICE TO CALIFORNIA POLICYHOLDERS
Policyholder Disclosure – Notice of Terrorism Insurance Coverage Cap on Losses from Certified Acts of Terrorism
CLAIM REPORTING PROCEDURES
Minimum Earned Premium Endorsement
Mobile Intravenous Services Excluded
California Cancellation, Nonrenewal and Conditional Renewal Endorsement CA Service of Suit
(
EMD 7001 (04-16)-N Producer: Tom L. James Page 1 of 2
NAUTILUS INSURANCE COMPANY
Item 8 Notice to the Insurer as provided in section V. A. shall be sent to
Berkley Select Claims Department on behalf of Nautilus
Insurance Company
550 W. Jackson Blvd. Suite 500, Chicago, IL 60661
Toll Free: (844) 465-6256 Fax: (312) 207-1933
Email: [email protected]
All other notices to be given to the Insurer shall be sent to tha Producer:
RPS Healthcare
525 West Van Buren, Suite 1200
Chicago, IL 60607
EMD 7001 (04-16)-N Producer: Tom L. James Page 2 of 2