Stanford_EMS_Agreement_(see_response_to_Question_3).pdf

Stanford Health Care PSA – Contract 397 Page 1 of 22 EMS Medical Director 38077.00180\29167975.12 C2

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE

CITY OF MILPITAS AND STANFORD HEALTH CARE

CONTRACT NO. 397

This Agreement is made and entered into as of _________________________, (“Effective Date”) by and between the City of Milpitas (“City”), a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 95035, and Stanford Health Care dba Stanford Hospital and Clinics (“Consultant”), a California nonprofit public benefit corporation with its principal place of business at 300 Pasteur Drive, Stanford, California 94305. City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS

A. City is a public agency of the State of California and is in need of professional services for the following project:

Emergency Medical Services (EMS) Medical Director for Emergency Medical Services (hereinafter referred to as “the Project”).

B. Consultant, through its arrangement with the Stanford University School of Medicine

(“Stanford”) is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

2. Compensation.

a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit B.

b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Twenty Thousand Five Hundred Dollars ($20,500). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses.

Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

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3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other Party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred under this Agreement shall be maintained by Consultant and made available at all reasonable times during the Agreement term and for four (4) years from the date of final payment under the Agreement for inspection by City.

5. Term.

The term of this Agreement shall be from July 1, 2025 to June 30, 2026, unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon the Effective Date. Consultant shall complete the services required hereunder within.

6. Delays in Performance.

a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.

b. Should such circumstances occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.

a. The Parties shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.

b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies, provided however, that Consultant shall not be required to pay for any permits for City or any permits required only because of this Agreement.

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c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care

Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant

Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. The Parties agree that Consultant’s relationship with Stanford shall not be considered an assignment, sublet or transfer. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Consultant

Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit D (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

12. Indemnification.

a. To the fullest extent permitted by law, Consultant and City shall protect, indemnify, defend and hold harmless each other and each other’s respective Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by the Indemnifying Party, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

b. Notwithstanding the above, nothing in this Section shall be construed to require the Indemnifying Party to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence, or willful misconduct of an Indemnified Party.

c. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the

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California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS 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.

d. The acceptance of a Party’s services and duties by the other Party shall not operate as a waiver of the right of indemnification. The provisions of this Section shall survive the expiration or early termination of this Agreement.

13. California Labor Code Requirements.

a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is One Thousand Dollars ($1,000) or more, City shall notify Consultant, and Consultant agrees to fully comply with such Prevailing Wage Laws.

Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, as applicable, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

b. If the services are being performed as part of an applicable “public works” or “maintenance” project, City shall notify Consultant and then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. If necessary, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that are the result of any action or inaction by Consultant and that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that are the result of any action or inaction by Consultant.

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14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

16. Termination or Abandonment

a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.

b. Either Party may terminate this Agreement without cause, expense, or penalty by giving 90 days prior written notice to the other Party. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

c. The Consultant understands and accepts that at all times; the Agreement is subject to appropriation of funds by the Milpitas City Council. The Agreement may terminate without penalty, liability or expense of any kind to the City at the end of Agreement term. The City has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other contracts. City budget decisions are subject to the discretion of the Mayor and City Council. Consultant’s assumption of risk of possible non-appropriation is a part of the consideration for the Agreement. This section controls against any and all other provisions of the Agreement.

17. Documents. Upon delivery, all work product developed by Consultant entirely pursuant to this Agreement, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement (“Materials”) shall be and remain the exclusive property of City without restriction or limitation upon their use; provided, however, that City hereby consents to Consultant keeping copies of the Materials for purposes internal to Consultant or using such Materials in connection with the provision of services to other EMS agencies or agencies providing emergency services. Consultant shall have sole rights to any documents or materials developed in whole or in part prior to the Effective Date of this Agreement;

provided however, the Consultant consents to the City using materials developed in whole or in part prior

Stanford Health Care PSA – Contract 397 Page 6 of 22 to the Effective Date of this Agreement that are provided to City by Consultant for the provision of emergency services to City. Except as otherwise allowed herein, neither Consultant nor its contractors, if any, shall make any Materials available to any individual or organization without the prior written approval of the City Manager or designee. Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

18. Organization

Consultant shall assign Peter D’Souza as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

19. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

20. Notice

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Milpitas 455 E. Calaveras Boulevard Milpitas, California 95035 Attn: Jason Schoonover, Fire Chief

CONSULTANT:

Stanford Health Care dba Stanford Hospital and Clinics 300 Pasteur Drive Stanford, California 94305 Attn: Peter D’Souza and shall be effective upon receipt thereof.

21. Third Party Rights

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

22. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. 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.

23. Entire Agreement

This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement

Stanford Health Care PSA – Contract 397 Page 7 of 22 may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

24. Severability

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.

25. Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

26. Non-Waiver

None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

27. Time of Essence

Time is of the essence for each and every provision of this Agreement.

28. City’s Right to Employ Other Consultants

City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

29. 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 director, official, 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.

30. Wage Theft Prevention

a. Consultant, and any subconsultant it employs to complete work under this Agreement, shall comply with all applicable federal, state and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance.

b. BY SIGNING THIS AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS

DISCLOSED ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR

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INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO

EXECUTING THIS AGREEMENT THAT CONSULTANT OR ITS SUBCONSULTANTS HAS

VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER AFFIRMS

THAT IT OR ITS SUBCONSULTANT(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT,

DECISION OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN

FULLY SATISFIED, CONSULTANT AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) IS

CURRENTLY SATISFYING SAID JUDGMENT, DECISION OR ORDER THROUGH A PAYMENT

OR ALTERNATIVE PLAN APPROVED BY THE APPLICABLE COURT/GOVERNMENT AGENCY

AND THAT CONSULTANT OR ITS SUBCONSULTANT(S) ARE IN COMPLIANCE WITH SAID

PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT.

c. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Consultant or a subconsultant it employs to perform work under this Agreement has violated any applicable wage and hour law, or Consultant learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Consultant shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order.

Consultant or its subconsultant(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order.

If the Consultant or its subconsultant is subject to a payment or other alternative plan, the Consultant or its subconsultant shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.

d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

f. Notice provided to the City shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd. Milpitas, CA 95035. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

31. Neither Consultant nor City intend that any payments, services or other consideration provided under this Agreement be in return for any patient referrals, the referral of ongoing business, if any, or in return for the purchasing, leasing, or ordering of any services other than the specific services described in this Agreement. All payments specified in this Agreement are consistent with what the Parties reasonably believe to be a fair market value for the services provided. City has a written policy regarding patient transport and patient referrals, and Consultant has had no input on such policy and represents that any future input on such policy shall not show any preference for Consultant’s facilities based on any unlawful measures. The Parties intend that this Agreement conform in all respects to all applicable laws, including the Anti-Kickback Statute.

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32. Neither Party is liable for any special, consequential, lost profit, expectation, punitive or other indirect damages in connection with any claim arising out of or related to this Agreement, whether grounded in tort (including negligence), strict liability, contract, or otherwise.

33. Neither Party may use the name, logo, brand or corporate identity of the other Party, or any affiliate of the other Party, for any purpose without the prior written consent of the entity whose name, logo, brand or corporate identity is proposed to be used; provided, however, that nothing herein shall prohibit City from using the Stanford name solely to identify a Physician’s status as a current member of the Consultant’s medical staff or Stanford University faculty.

34. City shall provide Consultant with copies of all policies and procedures, rules, and regulations of City that govern the activities of Consultant while engaged in providing the services hereunder.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF MILPITAS

AND STANFORD HEALTH CARE DBA STANFORD HOSPITAL AND CLINICS

CONTRACT NO. 397

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF MILPITAS

Approved by:

Deanna J. Santana, City Manager

Effective Date

Approved as to Form:

Christopher Creech, Acting City Attorney

Approved:

Luz Cofresí-Howe, Finance Director

Approved as to Content:

Jason Schoonover, Fire Chief

STANFORD HEALTH CARE

Ted Ross, Senior Vice President, Finance

Date

Acknowledged by:

Andra Blomkalns, M.D.

Chair, Department of Emergency Medicine, Stanford University School of Medicine

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EXHIBIT A

Scope of Services

1 SCOPE OF SERVICES

The following provides a general description of the scope of services to be provided by Consultant.

This list is agreed upon by all entities but not limited to, as EMS is dynamic with priorities changing throughout the year and influenced by external factors such as the County EMS Agency.

1.1. Provide representation, medical control, and oversight for the Emergency Medical Services (EMS) including but not limited to:

1.1.1. Assist the Program Managers in maintaining an EMS program consistent with the National Highway Traffic Safety Administration's EMS Curriculum.

1.1.2. Attend Santa Clara County EMS Agency committee meetings as mutually agreed upon with the Program Manager(s) such as; Santa Clara County Medical Advisor Committee, Prehospital Quality Improvement Committee, Stroke Advisory Committee, Cardiac Advisory Committee and Trauma Advisory Committee as well as the EMS Medical Directors Association of California.

1.1.3. Represent and advocate for the agency in cooperation with the County EMS Agency Medical Director on related EMS matters.

1.1.4. Work with Program Manager(s) to educate personnel to provide care that is consistent with federal, state, and local “standards of practice and care.”

1.1.5. Act as a consultant to the Program Manager(s) when developing internal policies pertaining to EMS.

1.1.5.1. Specifically, evaluate policies and procedures to determine if they may have a negative impact on patient care and recommend suspension of any operation or procedure that poses a risk to patients or personnel.

1.1.6. If the agency has an AED program, provide oversight as required by the State of

California.

1.1.7. At the request of the Program Manager(s), assist in evaluation of EMS personnel including:

1.1.7.1. Evaluation of employees identified by the Program Manager(s) who require guidance or further training in medically-related matters and submission of findings to the EMS Program Manager

1.1.7.2. Participation in the development of any Personal Improvement

Plan (PIP) as needed.

1.1.8. Participate in call review and feedback, including PCR review, as requested by the EMS Program Manager(s).

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1.1.9. Perform ongoing evaluation of Advance Life Support (ALS) and Basic Life Support (BLS) program effectiveness by reviewing and evaluating data.

1.1.10. Present research and development opportunities for pre-hospital care (e.g., medical procedures, techniques, medications, equipment, Integrated Healthcare, etc.)

and assist the EMS program in improving its emergency service responses.

1.1.11. Review and assist in preparation of quality reports, as requested by the Program Manager(s).

1.1.12. Oversee and facilitate obtaining the controlled medications necessary to meet county requirements. The Consultant will ensure a primary physician contact will obtain a DEA registration specific to the agency that can be used to order controlled medications. In addition, the Consultant will ensure a primary physician contact with a valid and unrestricted medical license from the California Medical Board that can be used for ordering medical supplies as needed.

1.1.13. Make recommendations for modifications of system design, performance, protocols and training standards designed to improve patient outcomes.

1.1.14. Review and analyze clinical reports.

1.1.14.1. Make recommendations on system identified issues;

1.1.14.2. Assist Program Manager(s) in developing internal

training (see Section 1.4 for further);

1.1.14.3. Provide subject matter expertise as applicable

1.1.14.4. Provide patient outcome data if possible.

1.1.14.5. Participate in PCR review of designated calls (such as airway or cardiac arrest) and review specific PCRs as requested by the program manager

1.2. Provide medical oversight for Emergency Medical Dispatch System (EMDS), as required by the State of California, including but not limited to:

1.2.1. Serve as liaison to County EMS.

1.2.2. Monitor and participate in an ongoing quality assurance/quality improvement plan.

1.2.3. Ensure ongoing compliance by participating in periodic control room sit-along provide guidance regarding the application of protocols and participate in the call review process, as needed.

1.2.4. Evaluate the effectiveness of the EMDS program.

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1.2.5. To aid in better understanding of the use and concepts of EMDS, the Consultant shall assign a minimum of one physician to complete the International Academies of Emergency Dispatch (IAED) 24-hour Emergency Medical Dispatcher (EMD) course either prior to the Agreement or within 12 months of the start of the Agreement.

1.3. Work with the Program Manager to develop, review and maintain a continuous quality improvement (CQI) program in clinical performance as required by the State of California, as well as actively participate in agency continuous quality improvement meetings. The Consultant will evaluate the programs plan and provide feedback on suggested changes.

Specific to this task. Consultant may be asked to assist in:

1.3.1. Determining appropriate levels of medical training have been received in order to ensure competence of newly hired personnel.

1.3.2. Determining if existing and proposed County and agency-based concurrent field and telecommunications evaluations processes can identify sub-optimal performance.

1.3.3. Determining if existing and proposed County and agency-based continuing education (CE) programs address agency needs for medical and operational training for both communications and field personnel.

1.3.4. Determining if existing and proposed County and agency-based retrospective review processes can determine the delivery of appropriate pre-hospital medical care that is consistent with County and agency-based protocols and procedures.

1.3.5. Developing a PIP (personal improvement plan) and/or medical investigation, evaluation, and response, when needed, with Program Managers. The PIP may include specific clinical time with a physician.

1.3.6. Ensuring that the EMS Program Manager is advised in all matters related to the design and development of EMS quality management programs at the regional and county level.

1.4. Provide medical oversight of EMS curriculum development and education, including but not limited to:

1.4.1. Providing recommendations regarding adequacy of the EMS training program and in-house Continuing Education (CE) activities and content.

1.4.2. Assisting with the design and implementation of the CE program in response to education and training needs. Consultant will be used as an expert resource in the development of CE programs and will ensure consistency with emerging pre-hospital '‘standards of practice”.

1.4.3. Initiating recommendations, assisting with the development of EMS Training Programs, and conducting in person or online CE sessions.

1.4.4. Making recommendations regarding specific training programs being

Stanford Health Care PSA – Contract 397 Page 14 of 22 considered or implemented.

1.4.5. Working with the program manager to develop a plan, and participate in, training related to seldomly used skills and training related to the annual updates released by the County EMS Agency.

1.4.6. Working with the program manager to provide expert training and, as needed, evaluation during the academy and accreditation process for newly hired personal.

1.4.7. Providing novel approaches to education to meet the CE needs of the agency

– for example online modules that can be delivered via online tracking systems (such as Target Solutions) and in situational simulation and skills training

1.5. Other related duties including but no limited to:

1.5.1. Representing the Fire Department with the medical community to ensure that the practices of the Agencies and personnel are satisfactorily meeting treatment and operational policies.

1.5.2. Conducting new employee orientations, as needed, for agency personnel relative to the Fire Department and Santa Clara County EMS program.

1.5.3 Providing medical input regarding personal protective equipment.

1.5.4. Working in conjunction with the Fire Department’s Program Manager to evaluate the exposure risks that Firefighters are subjected to including cancer, bloodborne pathogens, and aerosol transmissible diseases.

1.6. Consultant shall ensure a physician is available in accordance with a work schedule approved by the EMS Program Manager. In addition, Consultant shall ensure a physician from the EMS group is on standby and able to be contacted via cellular telephone, pager and/or e-mail 24 hours a day, 7 days a week for consultation regarding afterhours urgent issues, including potential infectious exposures. Consultant shall provide the EMS Program Manager with a plan for the provision of physician responsibilities if the agency’s primary physician contact is unavailable or unable to perform the required duties. The plan shall include a list of alternates to call in the event the designated physician does not respond within 45 minutes to an emergency request or 90 minutes to a non-emergency request. For planned absences, Consultant shall arrange a specific contact from the list of alternates to provide continuous medical direction.

2 MINIMUM QUALIFICATIONS

2.1. The physicians assigned by the Consultant are expected to possess and maintain the following minimum professional licenses and qualifications:

2.1.1. Valid license to practice medicine in the State of California.

2.1.2. Be clinically active in Emergency Medicine

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2.1.3. Current board certification or active participation in the examination process leading to board certification in Emergency Medicine by the American Board of Emergency Medicine or the American Osteopathic Board of Emergency Medicine.

2.1.4. Preferred: Current board certification or active participation in the examination process leading to subspecialty board certification in Emergency Medical Services by the American Board of Emergency Medicine

2.1.5. Successful completion of the Medical Directors’ Course presented by the National Association of EMS Physicians (NAEMSP).

2.1.6. Minimum one (1) member of the physician group with successful completion of the NAEMD EMD-Q Certification Course as presented by the National Academy of Emergency Medical Dispatch, to be completed within 12 months of the start of the agreement.

2.1.7. Valid California Driver’s license.

2.1.8. Worker’s Compensation Insurance.

2.1.9. Liability insurance as required by the City of Milpitas.

2.2 Consultant shall assign a minimum of one (1) Physician meeting the minimum qualifications listed in this section as point of contact (POC) for the City of Milpitas.

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EXHIBIT B

Schedule of Charges/Payments

Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials Agreement.

In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Twenty Thousand Five Hundred Dollars ($20,500).

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EXHIBIT C

Activity Schedule

[Reserved]

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EXHIBIT D

INSURANCE REQUIREMENTS

Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Consultant’s Agreement.

Contractor or Consultant shall 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 work hereunder and the results of that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors.

Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.

Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Consultant’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Commercial General Liability (CGL):

___ Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

_X_ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” or “claims made” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence/claim. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

In the event that such coverage is written on a claims-made basis, Consultant shall arrange appropriate tail coverage or prior acts coverage consistent with the requirements of this section in the event that such claims-made policy is canceled or not renewed.

___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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Automobile Liability:

_X_ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage.

___ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single limit for bodily injury and property damage.

___ Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven.

Professional Liability (Errors and Omissions):

_X_ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate.

___ (If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate.

___ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than ______ per occurrence or claim, ______ aggregate

Workers’ Compensation Insurance:

_X_ Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees)

The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Builder’s Risk (Course of Construction):

___ Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.

Contractor’s or Consultant’s Pollution Legal Liability:

___ Contractor’s or Consultant’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate.

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If the Contractor or Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Cyber Liability Insurance

___ Cyber Liability Insurance with limits not less than $1,000,000 per claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

Surety Bonds:

Contractor shall provide the following Surety Bonds:

____ Bid Bond ____ Performance Bond ____ Payment Bond

The Payment Bond and Performance Bond shall be in a sum equal to the contract price. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Other Insurance Provisions:

The insurance policies are to contain, or be endorsed to contain the following provisions:

_X_ Additional Insured Status and Primary/Non-Contributory Language:

Contractor’s general liability and automobile liability policies shall be primary and shall not seek contribution from the City’s coverage and be endorsed to add the City and its elected and appointed officials, officers, attorneys, agents employees as additional insureds under such policies using Insurance Services Office form CG 20 10 (or equivalent) on the general liability policy. For construction projects, an endorsement providing completed operations coverage for the additional insured on the general liability policy, ISO form CG 20 37 (or equivalent), is also required.

The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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___ Loss Payee Status – Builder’s Risk/Course of Construction Insurance (applicable to Construction Contracts only)

Contractor or Consultant may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

_X_ Notice of Cancellation, Suspension or Otherwise Voiding Policies:

Each insurance policy required above shall contain or be endorsed to contain that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except with thirty (30) days’ prior written notice by certified mail, return receipt requested to the City.

_X_ Waiver of Subrogation:

Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors.

___ Completed Operations

For Construction Agreements, Contractor shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of this project. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.

THE FOLLOWING PROVISIONS APPLY TO ALL AGREEMENTS

Deductibles and Self-Insured Retentions (“SIR”):

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City.

Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to City.

Claims Made Policies: (note - should be applicable only to professional liability, see below)

1. The Retroactive Date must be shown and must be…