HomeMy WebLinkAboutStanford Health Care - 2017 AgreementAGREEMENT BETWEEN THE CITY OF GILROY AND STANFORD
HEALTH CARE FOR PROFESSIONAL SERVICES
This Agreement ( "Agreement ") is entered into on this 8th day of August 2017, ( "Effective Date ") by
and between the CITY OF GILROY, ( "CITY "), and STANFORD HEALTH CARE, a California nonprofit
public benefit corporation, located at 300 Pasteur Drive, Stanford, California, 94305 ( "CONSULTANT ")
hereinafter referred to collectively as "Parties ", and individually as a "Party."
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY desires to engage a consultant to provide emergency medical services ( "EMS ") medical
director services ( "Services ").
B. The City of Palo Alto processed a Request for Proposal on behalf of a number of fire agencies
within Santa Clara County to select a consultant to serve as medical director consultant, to provide quality
oversight, training, and education, and to provide focused medical training for the Fire Department's
Emergency Medical Services Program, and CON_ SULTANT was selected to provide the necessary services
for the fire agencies.
C. CONSULTANT, through its arrangement with the Stanford University School of Medicine
( "Stanford ") is willing to provide physicians ( "Physicians ") with the professional
expertise, qualifications, and capability, and all herein required licenses and /or certifications to provide
the Services.
D. CITY desires to engage CONSULTANT to provide the Services as more fully described in
Exhibit A, attached to and made a part of this Agreement.
In consideration of the promises and the mutual covenants contained in this Agreement, the
Parties agree as follows:
1. Term of Agreement. This Agreement is effective and shall cover services rendered from August 8,
2017 until August 7, 2020 at which time CONSULTANT'S Services shall be completed, unless terminated
earlier pursuant to Section 4 of this Agreement. The Parties may mutually agree to extend the term of this
Agreement for up to two (2) additional one (1) year periods. Any such extension(s) shall be in writing and
signed by both Parties to this Agreement.
2. Scope of Service. The Services to be provided by CONSULTANT shall be to provide one or more
EMS Medical Director(s) for emergency medical services as further described in Exhibit A.
3. Compensation. CONSULTANT shall be compensated as follows:
3.1. Amount. CITY shall pay CONSULTANT $180.00 per hour for the Services, for a maximum
amount of $15,000 annually for the initial term. Total compensation to CONSULTANT under
this Agreement during its initial term set forth in Section 1 above shall not exceed $15,000
and shall be billed based on the rate and basis set forth in Exhibit B. If the Parties mutually
agree to extend the term of this Agreement for up to two years pursuant to the provisions of
Section 1 above, the City Administrator shall have the authority to increase the maximum
compensation allowed to be paid to CONSULTANT during that extended term period, so
long as sufficient funds are appropriated therefor, the Parties mutually agree to such amount
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in a writing signed by both Parties to this Agreement, and provided further that in no event
shall such maximum compensation allowed during the extended term period exceed the total
annual compensation amount to be paid to consultant during the initial term of the
Agreement plus an additional five percent (5 %), unless the Scope of Service has been
amended to include additional services.
3.2. Billin . CONSULTANT shall provide CITY with a monthly invoice containing the date and
reasonable detail of all services provided and expenses incurred (if such expenses are
reimbursable pursuant to Exhibit B) by CONSULTANT. Any rate charged shall be prorated
where services are interrupted or not provided for any rate period (for example, any monthly
rate charge should be prorated when services were interrupted or provided for only part of
the month). For services billed on an hourly rate, the minimum unit of billed time shall not
exceed one tenth of one hour. CONSULTANT shall perform and CITY shall pay for services
and expenses (if so provided in Exhibit B) up to the limit of compensation set forth above,
that in the CITY's reasonable judgment were necessary and reasonable. Services provided
and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above
shall be at no cost to CITY and CITY agrees not to require or request such uncompensated
Services from CONSULTANT. CITY shall process and pay invoices within thirty (30) days of
receipt. Any invoice not paid within sixty (60) days of receipt will bear interest from the due
date until paid at the rate of 5% per annum, and shall also constitute a substantial failure of
performance by CITY for which CONSULTANT may terminate this Agreement pursuant to
Section 4.
4. Termination. CITY or CONSULTANT shall have the right to terminate this Agreement, without
cause, by giving thirty (30) days' written notice or less under urgent circumstances. Upon such termination,
CONSULTANT shall submit to CITY an itemized statement of services performed for which compensation
has not been paid. The CITY Administrator of CITY is authorized to terminate this AGREEMENT on behalf
of CITY.
5. Performance of Work. CONSULTANT represents that Physicians are qualified by virtue of their
experience, training, education, and expertise to accomplish the Services. Services shall be performed by
Physicians in accordance with professional practices in a manner consistent with a level of care,
competence and skill exercised by qualified members of their profession. By delivery of completed work,
CONSULTANT certifies that the work conforms to the requirements of this Agreement and all applicable
federal, state and local laws. CONSULTANT shall provide all work and services under this Agreement in
conformance with the time schedule set forth on Exhibit C " Schedule of Performarce," attached "eretc and
incorporated herein by this reference. CITY's City Administrator is authorized on behalf of CITY to modify
the timeframes set forth on the Schedule of Performance within the term of this Agreement. If
CONSULTANT desires Ito leave or store any of CONSULTANT's equipment at a CITY site while
CONSULTANT is providing work or service pursuant to this Agreement, CONSULTANT will first obtain the
consent of CITY's City Administrator , or his delegate, to do so, and any such storage shall occur only in the
manner and location allowed by such CITY official and entirely at CONSULTANT's sole risk.
6. Insurance Requirements. CONSULTANT shall procure and provide proof of the insurance
coverage required by this section in the form of certificates and endorsements. The required insurance must
cover the activities of CONSULTANT, including its subcontractors, employees and agents, relating to or
arising from the performance of any work or service under this Agreement, and must remain in full force and
effect at all times during the period covered by this Agreement. The coverages may be arranged under a
single policy for the full limits required or by a combination of underlying policies with the balance provided
by excess or "umbrella" policies, provided each such policy complies with the requirements set forth herein.
CONSULTANT further understands that the CITY reserves the right to modify the insurance requirements
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set forth herein, with thirty (30) days' notice provided to CONSULTANT, at any time as deemed necessary
to protect the interests of the CITY.
6.1. Insurance Types and Amounts.
6.1.1. Commercial General Liability (CGL). CONSULTANT shall maintain CGL against claims and liabilities
for personal injury, death, or property damage providing protection in the minimum amount of: (i)
one million dollars ($1,000,000.00) for bodily injury or death to any one person for any one accident
or occurrence and at least one million dollars ($1,000,000.00) for property damage, or (ii) the
maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined
insurance policies (including any excess or "umbrella" policies), whichever is greater.
6.1.2. Workers' Compensation Insurance and Employer's Liability. CONSULTANT shall maintain Workers
Compensation coverage, as required by law, in the minimum amount of: (i) one million dollars
($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance
available to CONSULTANT under CONSULTANT's combined insurance policies (including any
excess or "umbrella" policies), whichever is greater. If CONSULTANT is self- insured,
CONSULTANT shall provide its Certificate of Permission to Self- Insure, duly authorized by the
Department of Industrial Relations.
6.2. Endorsements. CONSULTANT shall provide proof of the following endorsements, listed for
each policy for which endorsements are required, as outlined below:
6.2.1. General Liability.
6.2.1.1. The City of Gilroy, its elected or appointed officials, boards, agencies,
officers, agents, employees, and volunteers, and its elected or appointed officials,
boards, agencies, officers, agents, employees, and volunteers, are named as
additional insureds;
6.2.1.2. The insurer waives the right of subrogation against the City of Gilroy and
their respective elected or appointed officials, boards, agencies, officers, agents,
employees, and volunteers; and,
6.2.1.3. Insurance shall be primary non - contributing.
6.2.2. Workers Compensation.
The insurer waives the right of subrogation against the City of Gilroy and their
respective elected or appointed officials, boards, agencies, officers, agents,
employees, and volunteers.
6.3. Qualification of Insurers. All insurance required pursuant to this Agreement must be issued
by a company licensed and admitted, or otherwise legally authorized to carry out insurance
business in the State of California, and each insurer must have a current A.M. Best's
financial strength rating of "A" or better and a financial size rating of "VII" or better.
6.4. Certificates. CONSULTANT shall furnish CITY of Gilroy with copies of all policies or
certificates as outlined herein, whether new or modified, promptly upon receipt. No policy
subject to the CONSULTANT's agreement with the CITY shall be canceled or materially
changed except after thirty (30) days' notice by the insurer to CITY. Certificates, including
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renewal certificates, may be mailed electronically to Risk Manager, or delivered to the
Certificate Holder address provided herein
Certificate Holder address:
Gilroy Fire Department Headquarters
7070 Chestnut St.
Gilroy, CA 95020
7. Non - Liability of Officials and Employees of the CITY. No official or employee of CITY shall be
personally liable for any default or liability under this Agreement.
8. Compliance with Law. CONSULTANT and its officers, employees, agents, and subcontractors
shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in
carrying out their obligations under this Agreement. CONSULTANT and its officers, employees, agents, and
subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender,
marital status, age, sexual orientation, national origin, mental disability, physical disability, medical
condition, or ancestry, in any activity pursuant to this Agreement.
9. Independent Contractor. CONSULTANT and Physicians are independent contractors with respect
to CITY and not an agent or employee of CITY or CAL FIRE.
10. Confidentiality. All data, documents, or other information received by CONSULTANT from CITY or
prepared in connection with CONSULTANT'S services under this Agreement are deemed confidential and
shall not be disclosed to any third party by CONSULTANT without prior written consent by CITY.
11. Conflict of Interest and Reporting. CONSULTANT shall at all times avoid conflict of interest or
appearance of conflict of interest in performance of this Agreement.
12. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed
address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5)
days after date of mailing, or upon date of personal delivery.
Address of CONSULTANT is as follows:
Attn: Alison M. Kerr
Vice President, Neuroscience Service Line I Psychiatry &
Behavioral Sciences and Operations
Stanford Health Care
With a copy to:
300 Pasteur Drive
Stanford, CA 94305 With a copy to:
Stanford University, Office of the General Counsel
Attn: Chief Hospital Counsel Building 170, 3rd Floor, Main Quad
P.O. Box 20386
Stanford, CA 94305 -2038
1016927554
Address of CITY is as follows:
Alan Anderson, Fire Chief
City of Gilroy
7070 Chestnut Street
Gilroy, CA 95020
With a copy to:
Jennifer Fortino
City of Gilroy
7070 Chestnut Street
Gilroy, CA 95020
Mary Gutierrez
City of Gilroy
7070 Chestnut Street
Gilroy, CA 95020
13. Licenses, Permits and Fees. CONSULTANT shall obtain permits and licenses to the extent
required by ordinances, codes and regulations of the federal, state and local government; except that any
permit or license required to be obtained exclusively for the Services herein and not for any other reason
shall be paid by CITY directly or reimbursed by CITY as a reimbursable expense.
14. Maintenance of Records.
14.1. Maintenance. CONSULTANT shall prepare, maintain, and preserve all reports and records
that may be required by federal, state, and CITY rules and ordinances related to services
provided under this Agreement. CONSULTANT shall maintain records for a period of at
least 3 years after receipt of final payment under this Agreement. If CONSULTANT is aware
of any litigation, claim, negotiation, audit exception, or other action relating to this Agreement
is pending at the end of the 3 year period, then CONSULTANT shall retain said records until
such action is resolved.
14.2. Access to and Audit of Records. The CITY shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONSULTANT and its
subcontractors related to services under this Agreement.
15. Familiarity with Work. By executing this Agreement, CONSULTANT represents that: (1) it has
investigated the work to be performed; (2) it has investigated or will investigate the site of the work and is
aware of all conditions there; and (3) it understands the difficulties and restrictions of the work under this
Agreement. Should CONSULTANT discover any conditions materially differing from those inherent in the
work or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at
CONSULTANT'S risk, until written instructions are received from CITY.
16. Project Management. CONSULTANT will assign Peter D'Souza ( "Project Director') to have
supervisory responsibility for the performance, progress, and execution of the Services and to himself
represent CONSULTANT, or provide the name and contact information for another qualified Physician
approved by CITY to represent CONSULTANT, during the day -to -day work on the Services. If
circumstances cause the substitution of the Project Director for any reason, the appointment of a substitute
Project Director will be subject to the prior written approval of the CITY's project manager. CONSULTANT,
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at CITY's request, shall promptly remove personnel who CITY reasonably finds do not perform the Services
in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the
Services or a threat to the safety of persons or property.
CITY's project manager is the Emergency Medical Services Coordinator, to be designated in a separate
writing from the CITY to the CONSULTANT. The project manager will be CONSULTANT's point of contact
with respect to performance, progress and execution of the Services. CITY may designate an alternate
project manager from time to time, but shall provide timely notice to CONSULTANT.
17. Time of Essence. Time is of the essence in the performance of this Agreement.
18. No Assignment. The parties agree that the expertise and experience of CONSULTANT are
material considerations for this Agreement. Neither this Agreement nor any portion shall be assigned by
CONSULTANT, without prior written consent of CITY. Any attempted assignment not first approved by CITY
shall be void and, at CITY's option, shall terminate this Agreement effective as of the date of such attempted
assignment.
19. Subcontracting. Except for its relationship with STANFORD, CONSULTANT shall not subcontract
any portion of the work to be performed under this Agreement without the prior written authorization of the
City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants
and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City
Manager or his designee.
20. Attorney Fees.In any legal action, dispute or arbitration arising out of or relating to this Agreement,
the prevailing party shall be entitled to an award of its reasonable attorney fees, costs and expenses
incurred.
21. Defense and Indemnification
21.1. Defense and Indemnification. CONSULTANT shall, to the fullest extent permitted by law,
indemnify, defend and hold harmless the CITY,and each of their elected or appointed officials,
boards, agencies, officers, agents, employees, and volunteers, ( "INDEMNITEES ") from and against
any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily
injury, property damage or personal injury, and including reasonable attorneys' fees and expenses,
that arise out of, pertain to, or relate to the performance of this Agreement or the failure to comply
with any obligations contained in this Agreement by CONSULTANT, and /or its agents, officers,
employees, subcontractors, or independent contractors ( "CLAIM ").
21.2. Exceptions. CONSULTANT is not required to indemnify INDEMNITEES against liability for
bodily injury, property damage or personal injury, or any other loss, damage or expense arising from
the sole negligence or willful misconduct of the CITY.
21.3. Not limited by insurance. The indemnity, defense and hold harmless provisions of this
Agreement apply to all CLAIMs alleged against an INDEMNITEE, regardless of whether any
insurance policies are applicable. Policy limits do not act as a limitation upon the 'amount of
indemnification or defense to be provided by CONSULTANT.
101692755 6
21.4. Right to Offset. CITY shall have the right to offset against any compensation due
CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of
CONSULTANT's failure to pay CITY promptly any indemnification arising under this Section and any
amount due CITY from CONSULTANT arising from CONSULTANT's failure either to (i) pay taxes on
amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation
laws.
21.5. Interpretation. This Section shall constitute an agreement or contract of indemnity,
incorporating the interpretations under California Civil Code Section 2778. It is expressly
understood and agreed that the obligation of the CONSULTANT to indemnify the INDEMNITEE shall
be as broad and inclusive as permitted by the laws of the State of California and shall survive
termination of this Agreement.
22. Entire Agreement, Modification, Conflicting Provisions. This Agreement and its ' exhibits
constitutes the entire Agreement between the Parties and supersedes any previous agreements, oral or
written. This Agreement may be modified or provisions waived only by a subsequent mutual written
agreement executed by CITY and CONSULTANT. If the provisions contained in the main body of this
Agreement conflict with any provision contained in an exhibit to this Agreement, the provisions of the main
body of this Agreement shall govern and control over any provision contained in an exhibit to this
Agreement.
23. Waivers. The waiver by either party of any breach or violation of any covenant, term, condition or
provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver
of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or
violation of the same or of any other term, covenant, condition, provision, ordinance or law.
24. Non - Appropriation. This Agreement will terminate without any penalty (a) at the end of any fiscal
year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This section shall take precedence in the event of a conflict with any
other covenant, term, condition, or provision of this Agreement.
25. Governinq Law and Venue. This Agreement shall be construed in accordance with the laws of the
State of California. This Agreement was entered into and is to be performed in the, County of Santa Clara.
Any action or dispute arising out of this Agreement shall only be brought in Santa Clara County.
26. Interpretation. This Agreement is a negotiated document and shall be deemed to have been
drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular
Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited
to, California Civil Code § 1654, the provisions of which are hereby waived. This Agreement shall be
construed and interpreted in a neutral manner.
27. Preservation of Agreement. If any term, provision, covenant, or condition of this Agreement is held
by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in
full force and effect and shall in no way be affected or invalidated.
28. Binding Agreement. Notwithstanding the provisions of Section 18 above, this Agreement shall
bind any and all successors in interest, legal representatives and /or other permitted assignees or
transferees of CONSULTANT in the same manner as if those successors in interest, legal representatives
or other permitted assignees or transferees had entered into this Agreement originally.
101692755 7
29. Piggybacking. CONSULTANT and CITY agree that, upon written authorization of CONSULTANT,
other public agencies, including without limitation those defined by United States (Local, State and Federal)
Government Codes, shall have the option to piggyback upon the terms of this agreement for their own use
for the services defined in this Agreement. CITY shall incur no financial responsibility or liability in
connection with the piggybacking upon this Agreement by another public agency. CONSULTANT agrees
that any public agency piggybacking upon the terms of this Agreement shall be solely responsible for its
own arrangement with and payments to CONSULTANT and that CITY shall have no responsibility or liability
whatsoever regarding the piggybacking arrangement.
30. Signature in Counterparts. This Agreement may be signed in multiple counterparts, which shall,
when executed by all the parties, constitute a single binding agreement.
31. Referrals. 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.
32. Consequential Damages. 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. Use of Name. 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. Policies. 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.
35. Force Maieure. Neither Party shall be liable nor deemed to be in default for any delay, interruption
or failure in performance under this Agreement deemed resulting, directly or indirectly, from acts of God,
civil or military authority, war, accidents, fires explosions, earthquakes, floods, failure of transportation,
machinery or supplies, vandalism, riots, civil disturbances, strike or other work interruptions by either Party's
employees, or any similar or dissimilar cause beyond the reasonable control of either Party. However, both
Parties shall make good faith efforts to perform under this Agreement in the event of any such
circumstances.
36. Ownership Rights to Materials / Restrictions on Use. 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 the CITY without restriction
or limitation upon their use; provided, however, that the CITY hereby consents to CONSULTANT keeping
copies of the Materials for purposes internal to CONSULTANT /Stanford or using such Materials in
connection with the provision of services to other EMS agencies or agencies providing emergency services.
10169275.5 8
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 to the Effective Date of this Agreement that are provided to the
CITY by CONSULTANT for the provision of emergency services to the 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. 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.
10169275.5 9
37. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities
represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to
bind the entities fully to each and all of the obligations set forth in this Agreement.
IN WITNESS THEREOF, these Parties have executed this Agreement on the day and year shown
below.
ATTEST:
Freels
Print Name /
Date:
APPRO D AS F RM:
Andy Faber
City Attorney
Print Name
Date:
CITY OF GILROY
'—Z
Name: /�- j a-vx /9 "d���
Title: Fi,r -e CC, � e F
Print Name
Date:
Stanford Health Care
r
By:
Title:
Alison M. Kerr, Vice President,
Neuroscience Service Line
Psychiatry & Behavioral Sciences
and Operations
Date: j a
By:
Title:
Date:
S.V. Mahadevan, M.D., Interim
Chairman, Department of Emergency
Medicine, Stanford University School
of Medicine
10169275.5 10
37. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities
represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to
bind the entities fully to each and all of the obligations set forth in this Agreement.
IN WITNESS THEREOF, these Parties have executed this Agreement on the day and year shown
below.
ATTEST:
Name: Shawna Freels
Title: City Clerk
Print Name
Date:
APPRO D AS F, RM:
Andy Faber
City Attorney
Print Name
Date:
CITY OF GILROY
Name:
Title:
Print Name
Date:
Stanford Health Care
By:
Title:
Alison M. Kerr, Vice President,
Neuroscience Service Line
Psychiatry & Behavioral Sciences
and Operations
Date:
By.
Title:
S.V. Mahadevan, M.D., Interim
Chairman, Department of Emergency
Medicine, Stanford University School
of Medicine
Date:
MI; 712017
10169275.5 10
EXHIBIT A
SCOPE OF SERVICES
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 in a transition
that may expand local or state scope.
1.1. Provide representation, medical control, and oversight for the Emergency
Medical Services (EMS) to include t he exposure program, 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 Agenda.
1.1.2. Attend meetings as mutually agreed upon with the Program Manager such
as LEMSA (Local Emergency Medical Services
Agency) committee meetings, e.g.: Prehospital Quality Improvement
Committee, Emergency Medical Care Committee, Stroke Advisory
committee, Cardiac Advisory committee and Trauma Advisory committee.
Consider Emergency Medical Directors Advisory Committee at the State
level.
1.1.3. Represent and advocate for the agencies in cooperation with the County
Medical Director on related EMS matters.
1.1.4. Ensure that the agencies 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 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. Work with Program Manager to develop and maintain a program to ensure
continuous quality improvement in clinical performance.
1.1.7. Provide oversight of AED Programs as required by the State of California,
for those agencies that have a program.
1.1.8. Evaluate and act on cases involving the certification /accreditation of EMS
personnel including:
1. 1.8. 1. Identification of employees who require guidance or further
training in medically - related matters and submission of findings to
the EMS Program Manager; and
Participation in the development of any Personal Improvement Plan
10169275.5 11
(PIP) as needed.
1.1.9. Participate in call review and feedback through as requested by the EMS
Program Manager.
1.1.10. Perform ongoing evaluation of Advance Life Support (ALS) and Basic
Life Support (BLS) program effectiveness by reviewing and evaluating
data.
1.1.11. 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.
1.1.12. Report, not less than once a quarter, on clinical aspects of the quality of
care being provided and identify areas where improvement is needed.
Reports, which may be verbal, are due the end of the first week of January,
April, July, and September, or as otherwise decided by the parties.
1.1.13. Propose bio- medical equipment enhancements and recommending
equipment changes to ensure that the Fire Department remains "state of
the art" in pre - hospital EMS care and is compliant with Santa Clara County
EMS Agency requirements.
1.1.14. Oversee and facilitate obtaining the controlled medications necessary to
meet county requirements. The CONSULTANT will obtain a DEA (Drug
Enforcement Agency) registration specific to each agency that can be
used to order controlled medications and medical supplies as needed.
Should the laws change to allow for an EMS provider agency to obtain
its own DEA registration, CITY agrees that CITY shall pursue such DEA
registration and CONSULTANT shall facilitate the transition process as
necessary.
1.1.15. Make recommendations for modifications of system design, performance,
protocols and training standards designed to improve patient outcomes.
1.1.16. Review and analyze clinical reports.
1.1.16.1. Make recommendations on system identified issues;
1.1.16.2. Assist Program Managers in developing internal training (see
Section 1.4 for further);
1.1.16.3. Provide subject matter experts if available; and
1.1.16.4. Provide patient outcome data if possible.
1.2. Provide medical oversight for Agencies Emergency Medical Dispatch
System (EMDS), including but not limited to:
1.2.1. Serve as liaison between Gilroy communications and to County EMS
101692755 12
Communications.
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- a
longs at Gilroy Communications and County
Communications. 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.
1.2.5. To aid in better understanding of the use and concepts of EMDS, the
CONSULTANT shall assign a minimum of one individual to complete the
International Academies of Emergency Dispatch (IAED) 24 -hour
Emergency Medical Dispatcher (EMD) course within 12 months of the
start of the Agreement.
1.3. Work with the Program Manager to review, and administer a continuous
quality improvement program (CQI) and a comprehensive quality assurance
program (CQA). The CONSULTANT will evaluate the programs and provide
feedback on suggested changes. Specific to this task, CONSULTANT is responsible
for:
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 evaluation processes are capable
of identifying 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 are capable of determining the delivery of
appropriate pre - hospital medical care that is consistent with County and
agency -based protocols and procedures.
1.3.5. Assisting with the development of a personal improvement plan and /or
medical investigation, evaluation, and response, with the EMS Program
Manager.
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
101692755 13
program and in -house CE (Continued Education) 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- service CE sessions.
1.4.4. Making recommendations regarding specific training programs being
considered or implemented.
1.5. The following is not a frequent focus of this job description but if needed, assist in
the administration and support of the EMS program, including but not 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 orientations, as needed, for agency personnel relative to the
elements of the EMS program.
1.5.3. Assisting in making presentations to the City Council, its committees, and
other government and private organizations.
1.5.4. Creating and advising the Fire Department on a flu vaccination protocol.
1.5.5. Providing medical input regarding personal protective equipment.
1.5.6. Working in conjunction with the Fire Department's EMS, Training and
Operations Division Chiefs to evaluate the cancer risks that Firefighters
are exposed to.
1.6. Act as medical liaison between the Fire Department and Office of Emergency
Services (OES) for the Weapons of Mass Destruction (WMD) program,
applicable Department of Homeland Security initiatives, and provide oversight of
associated grant funded program elements:
1.6.1. Providing medical oversight of HAZMAT (Hazardous Materials procedures
and WMD (Weapons of Mass Destruction)exercises.
1.6.2. Providing support for disaster planning and training.
1.6.3. Providing WMD triage support as requested by the Fire Department or
OES.
1.6.4. Performing ongoing evaluations of WMD procedures, protocols, medical
techniques and medications that facilitate emergency response to incidents
involving weapons of mass destruction.
10169275 5 14
1.7. 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 afterhours infectious contact issues. CONSULTANT shall provide the
EMS Program Manager with a plan for the provision of physician responsibilities in
the event that 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.
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. Successful completion of the Medical Directors' Course presented by the
National Association of EMS Physicians (NAEMSP).
2.1.5. 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.
2.1.6. Valid California Driver's license.
2.1.7. Worker's Compensation Insurance.
2.1.8. Liability insurance as required by the City of Gilroy.
2.2. CONSULTANT shall assign a minimum of 1 Physician meeting the minimum
qualifications listed in this section as point of contact (POC) for the City of Gilroy.
10169275 5 15
EXHIBIT B
SCHEDULE OF COMPENSATION RATES
EMS Medical Director
Maximum of $15,000 annually.
$180. Per Hour.
10169275 5 16
o. .
EXHIBIT C
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete the services as specified in EXHIBIT A, SCOPE OF SERVICES, within
the term of this Agreement in a reasonable and timely manner based upon the circumstances and
direction of the Program Manager.
10169275 5 17
CERTIFICATE OF LIABILITY INSURANCE
0DATIF
8 /3 M /0/2DD/YYYY)
OA/3017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER LIC #OE77964 1- 415- 365 -8000
Integro Insurance Brokers
One California Street
4th Floor
CONTACT
NAME
PHONE FAX
WC. No Ext AIC No
E -MAIL
ADDRESS
INSURERS AFFORDING COVERAGE
NAIC #
San Francisco, CA 94111
INSURER SAFETY NATL CAS CORP
15105
$
INSURED
Stanford Health Care
INSURER
INSURER C
c/o Risk Management -MC 5713
1510 Page Mill Rd., let Floor
INSURER
A
MED EXP (Any one person)
$
Palo Alto, CA 94304
INSURER
INSURER F
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR
LTR
--
TYPE OF INSURANCE
ADDL
SUBR
WVD
POLICY NUMBER
POLICY EFF
FOLIC EXP
LIMITS
GENERAL LIABILITY
I
EACH OCCURRENCE
$
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
IIE
DAMAGE M- PREMISES Ea occurrence`
A
MED EXP (Any one person)
$
PERSONAL & ADV INJURY
$
GENERAL AGGREGATE
$
GENT AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMP /OP AGG
$
_ POLICY 7 PRO- LOC
$
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
Ea accident
_
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per accident)
S
HIRED AUTOS NON -OWNED
AUTOS
PROPERTY DAMAGE
Per accident
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS LIAB
CLAIMS -MADE
DIED I I RETENTION $
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR /PARTNER /EXECUTIVE
OFFICER /MEMBER EXCLUDED ❑
NIA
LDM4049541
09/01/1
09/01/18
X WCSTATU- OTH-
ER
E L EACH ACCIDENT
$ 1,000,000
EL DISEASE - EA EMPLOYEE
$ 1,000,000
(Mandatory in NH)
Ilyes descnbeunder
DESCRIPTION OF OPERATIONS below
E L DISEASE - POLICY LIMIT
$ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
RE: Agreement between The City of Gilroy and SHC for professional services
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Gilroy Fire Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
7070 Chestnut Street
AUTHORIZED REPRESENTATIVE
Gilroy, CA 95020 i7J
_ I
USA
Ty8t6 -ZUTU ACORU CORPORATION. All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
3chan
50694896
CERTIFICATE OF LIABILITY COVERAGE
Issue Date
9/6/2017
ADMINISTRATOR
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
Aon Insurance Managers
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
P.O. Box HM 2450
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
Hamilton HM JX Bermuda,
COVERAGE DOUMENTS BELOW.
COVERAGE PROVIDER
SUMIT INSURANCE COMPANY LTD. (SUMIT)
COVERED PARTY
Stanford Health Care
Lucile Packard Children's Hospital Stanford
Stanford Health Care- ValleyCare
1510 Page Mill Road, First Floor, Risk Mgmt MC5713
Palo Alto CA 94304
THE POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE ENTITY NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF SUCH COVERAGE
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
TYPE OF COVERAGE
POLICY NUMBER
EFFECTIVE
EXPIRATION
COVERAGE LIMITS
LIABILITY COVERAGES
GENERAL LIABILITY
[ ✓] GENERAL LIABILITY
[v/] Claims Made
1- MO101 -00 -2017
9/1/2017
9/1/2018
Each Occurrence$ 1,000,000
[ I Occurrence
[1
General Aggregate $ 3,000,000
PROFESSIONAL LIABILITY
[ ]PROFESSIONAL LIABILITY
[ ] Claims Made
Each occurrence $
[ ] Occurrence
[ ]
Aggregate $
OTHER COVERAGES
DESCRIPTION OF OPERATIONS / LOCATIONS / RESTRICTIONS / SPECIAL PROVISIONS:
Re Agreement between The City of Gilroy and Stanford Health Care for Professional Services (Emergency Medical Services) 8/2017 - Ongoing
The City of Gilroy, its elected or appointed officals, boards, agencies, officers, agents, employees, and volunteers, and its elected or appointed
officals, boards, agencies, officers, agents, employees, and volunteers, are included as additional insureds
SUMIT's general liability policy is a claims -made policy with an extended reporting period ( "tail ") The extended reporting period is unlimited
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE
Emergency Medicine
EXPIRATION DATE THEREOF, SUMIT WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
Gilroy Fire Department
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE
7070 Chestnut Street
SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THIS ENTITY, ITS AGENTS
Gilroy CA 95020
OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
�j�
1407
/
Kathleen Bibbin s
37608545 1 17 -18 GL Only I Janet Sencenbaugh 1 9/6/2017 5 35 38 PM (PDT) I Page 1 of 2
IMPORTANT
If the certificate holder is an ADDITIONAL COVERED PERSON, the policy(ies) must be endorsed. A
statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)
DISCLAIMER
This certificate does not constitute a contract between SUMIT and the Certificate Holder,
nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the coverage
documents listed theron
37608545 117 -18 GL Only I Jane[ Sencenbaugh 1 9/6/2017 5 35 38 PM (POT) I Page 2 of 2
SUMIT Insurance Company, Ltd
c/o Aon Insurance Managers Ltd
Aon House, 30 Woodbourne Ave.
P.O. Box HM 2450
Hamilton, Bermuda HM JX
Endorsement No. 5
Additional Insured Endorsement
Policy No.: 1- MO101 -00 -2017
First Named Insured: Stanford Health Care formerly known as Stanford Hospital and Clinics; Lucile
Packard Children's Hospital formerly known as Lucile Salter Packard Children's Hospital (doing business
as Stanford Children's Health); The Board of Trustees of the Leland Stanford Junior University for its
School of Medicine (hereinafter called "Stanford School of Medicine "); Stanford Blood Center, LLC fka
Stanford Blood Bank, LLC; The Risk Authority ( "TRA "), formerly Stanford University Medical Network Risk
Authority ( "SRA "), formerly Stanford Hospital & Clinics Risk Consulting ( "SRC "); Stanford PET -CT, LLC;
SUMIT Holding International, LLC; University Healthcare Alliance; CareCounsel, LLC; Stanford Health
Care Advantage ( "SHCA ") formerly University Health Care Advantage ( "UHCA "); Valley Care Health
System d /b /a Stanford Health Care — ValleyCare formerly known as The Hospital Committee for the
Livermore - Pleasanton Areas dba Valley Care Health System ( "VCHS "); Valley Care Medical Foundation,
Inc.
Effective: September 1, 2017
It is hereby understood and agreed that the definition Insured is amended to include as an
additional insured the person(s) or organization(s) on file with the Company, but only with respect
to liability for "bodily injury"," property damage "," personal and advertising injury" or "damages ",
and "expenses" and "costs" caused, in whole or in part, by an occurrence or wrongful act of those
acting on your behalf:
A. In the performance of your ongoing operations; or
B. In connection with your premises owned or rented by you.
All other terms and conditions of this policy remain unchanged.
Authorized Representative:*
AON INSURANCE MANAGERS
(BERMUDA) LTD.
AS MANAGERS
24
SUMIT 2017 -2018 Primary Captive Policy