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HomeMy WebLinkAboutC-24791100-5-6 c- 2477_/ AMENDMENT NO. 1 TO AGREEMENT FOR MEDICAL DIRECTOR SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND TERRENCE BARUCH, MD This Amendment No. 1 is hereby entered into by and between the City of Arcadia, a municipal corporation and chartered city of the State of California, and Terrene Baruch, MD, with respect to that certain Professional Services Agreement between the parties dated October 28, 2009. The parties agree as follows: Pursuant to Section C.1. of the Agreement, the term of the Agreement is extended to and including October 28, 2012. 2. The term of the Agreement is extended to and including October 28, 2012. 3. All other terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA By -''''� Donald Penman City Manager Dated: QWW ATTEST: i ityj berk / APPROVED AS TO FORM: Stephen P. Deitsch City Attorney CONSULTANT Terrance Baruch, MD - By Terrence Baruch, MD Dated: �G CONCUR: Tony Tr bbie, Fire Chief Dated r 1100-50 C- a471 AGREEMENT FOR MEDICAL DIRECTOR SERVICES THIS AGREEMENT, entered into this) 8fhday, of Odp6er , 2009, by and between the CITY OF ARCADIA, a municipal corporation and chartered city in the State of California ( "City ") and TERRENCE BARUCH, MD, an Independent Contractor ( "Contractor "), is made with reference to the following: RECITALS A. City is a municipal corporation and chartered city duly organized and validly existing under the Constitution and laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and statutes of the State of California and the Charter of the City. B. Contractor is a physician who is qualified to practice in the State of California and who meets the requirements outlined in Los Angeles County Department of Health Services Reference No. 411 "Provider Agency Medical Director ". C. City and Contractor desire to enter into an agreement for medical director services on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM, OPTION TO EXTEND. This Agreement shall commence upon execution of this Agreement and shall continue for a period of (one) 1 year ( "Initial Term "), unless terminated earlier or extended as provided herein. City shall have the option, at its sole discretion, to renew this Agreement for additional terms of two (2) years each upon ninety (90) days prior written notice to Contractor. 2. SERVICES TO BE PERFORMED BY CONTRACTOR. The Contractor shall perform all of the services as outlined in Los Angeles County Department of Health Services Reference No. 411 "Provider Agency Medical Director ". 1 3. SERVICES TO BE PERFORMED BY CITY. A. City shall provide for the administration of this Agreement on a day -to- day basis through the City's Fire Department. Administration includes monitoring Contractor's performance, processing and resolving complaints, and addressing and reasonably attempting to resolve public, City and Contractor concerns. 4. COMPENSATION. Contractor shall be paid at the rate of $ per hour. In no event shall the total amount paid to Contractor during each fiscal year (July 1 through June 30) that this Agreement is in effect exceed $ without prior written consent of City. 5. STANDARD OF CARE. Contractor warrants and guarantees that all services performed hereunder shall be provided in a manner commensurate with the highest professional standards. 6. INDEPENDENT CONTRACTOR. Both parties in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures of one another. Neither City nor its officers, officials or employees shall have any control over the conduct of Contractor or of any of Contractor's employees, except as herein set forth. 7. HOLD HARMLESS. Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officials, officers, agents and employees (collectively hereafter referred to as "City Indemnitees ") from and against any and all loss, damages, liability, claims, suits, costs, and expenses, whatsoever, including reasonable attorney's fees, regardless of the merit or outcome of any such claim or suit arising from the acts or omissions of Contractor, its officers, officials, agents or employees in the performance of services or work conducted by Contractor pursuant to this Agreement. 2 Contractor shall indemnify, defend and hold harmless City Indemnitees, from and against any and all claims, damages, liability, suits and losses whatsoever, including reasonable attorney's fees, resulting from claims by third parties furnishing or supplying work, services, equipment or supplies to or on behalf of Contractor in connection with services or work conducted or performed pursuant to this Agreement, and from any and all claims, damages, liability, suits and losses whatsoever, including reasonable attorney's fees to the extent that such claims, damages, liability, suits and losses arise out of Contractor's acts or omissions. 8. PROHIBITION AGAINST TRANSFERS. Contractor shall not assign, sublease, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so, without the prior written consent of City shall be null and void. Any assignee, sub - lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venture or syndicate or co- tenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. "Control" means fifty (50) percent or more of the voting or management power of the entity comprising Contractor. 9. INSURANCE. (ALL INSURANCE REQUIREMENTS HAVE BEEN INTENTIONALLY OMITTED) On or before the commencement of the Initial Term of this Agreement, Contractor shall furnish to City both endorsements and certificates on City issued or approved forms, showing the type, amount, class of operations covered, persons and entities who are insured, effective dates and dates of expiration of insurance policies, all as required as hereinafter set forth. During the term of this Agreement City may, at its sole discretion, reasonably revise the insurance requirements which Contractor must satisfy. a. Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the 3 Contractor may provide evidence to the City that all subcontractors are additional insureds under the Contractor's policies of insurance. b. Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees, subcontractors and volunteers. Contractor shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: C. Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Contractor or for which Contractor is responsible; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. e. Professional Liability. Contractor shall procure and maintain, and require its sub - contractors to procure and maintain, for a period of three (3) years following expiration or termination of this Agreement, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an 4 amount not less than $2,000,000 per claim, and shall be endorsed to include contractual liability. f. Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to add the following provisions to the insurance policies: City, its directors, officials, officers, employees, agents and volunteers shall be listed as additional insured. Any deductibles or self- insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (A) General Liability. The general liability policy shall be endorsed to state that: (1) City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of operations and for completed operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self - insurance maintained by City, its directors, officials, officers, employees and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self - insurance maintained by City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 5 (C) Workers' Compensation and Emplovers Liability Coverage. The insurer shall agree to waive all rights of subrogation against City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its directors, officials, officers, employees, agents and volunteers. g. Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to City, its directors, officials, officers, employees, agents and volunteers. h. Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, its directors, officials, officers, employees, agents and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. i. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do business in California, and satisfactory to City. j. Verification of Coverage. Contractor shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Copies of all certificates and endorsements must be received and approved by City before D work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 10. NONDISCRIMINATION. Contractor certifies and agrees that it shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, disability, or A.I.D.S. in accordance with the requirements of local, state and federal law. In accordance with applicable state and federal law, Contractor shall allow duly authorized County, State, and Federal representatives, access to its employment records during regular business hours in order to verify compliance with the anti - discrimination provisions of this Section. Contractor shall provide such other information and records as such representatives may require in order to verify compliance with the anti - discrimination provisions of this Section. If City finds that any of the provisions of this Section have been violated, the same shall constitute a material breach and default of this Agreement upon which City may determine to cancel, terminate, or suspend this Agreement, among other remedies provided by law. While City reserves the right to determine independently that the anti - discrimination provisions of this Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that Contractor has violated State or Federal anti - discrimination laws shall constitute a finding by City that Contractor has violated the anti - discrimination provisions of this Agreement. Contractor hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requirements imposed by applicable U.S. Department of Health, Education and Welfare regulations (45 C.F.R. Part 84), and all guidelines and interpretations issued pursuant thereto, to the end that no qualified disabled person shall, on the basis of disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity of Contractor receiving federal financial assistance. 11. PERMITS AND LICENSES. Contractor shall, at its sole expense, obtain and maintain during the Initial Term of this Agreement and any and all extensions thereof, all appropriate 7 permits, licenses, and certificates that may be required in connection with the professional performance of services hereunder. 12. ACCESS TO REPORTS. Subject to City and Contractor obligations under applicable laws governing the confidentiality of patient information, City shall have the right to inspect and review each and every report, draft, work - product, map, record and other documents reproduced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by the City unless legal process compels Contractor to make such data available, in which case Contractor will notify the City of such legal process prior to complying with it. Nothing herein shall prevent Contractor from lawfully providing medical information and medical records to patients, third party payors and other parties who may be authorized by law to receive such information and records. Subject to City's and Contractor's obligations under applicable laws governing the confidentiality of patient information, Contractor shall, at such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. Contractor shall maintain records of operational cost and income from emergency response activity within geographical areas subject to the jurisdiction of City. Without limiting the foregoing, City and Contractor agree that they shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 as of the date that such compliance is required, and shall enter into any additional agreement regarding patient confidentiality as may be required thereby. 13. RECORDS. Contractor shall maintain complete and accurate records with respect to costs, expenses, receipts and such other information as may be required by City. Contractor shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and 0 shall be clearly identified and readily accessible. Upon reasonable advance written notice, and subject to applicable law governing patient confidentiality, Contractor shall provide free access to the representatives of City or its designees at all reasonable times to such books and records, and City shall have the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Contractor shall maintain such records, together with supporting documents, separate from other documents and records to the extent reasonably possible and Contractor shall maintain such records and supportive documents for a period of three (3) years after expiration or termination of this Agreement. 14. INTEGRATED CONTRACT. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provision hereof. Any modification of this Agreement will be effective only by written agreement signed by both City and Contractor. 15. TERMINATION. A. City's Right to Terminate For Default. In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) business days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to Contractor written notice thereof. B. City's Right to Terminate for Convenience. City shall have the option, at its sole discretion and without need for cause, of terminating this Agreement at any time by giving ninety (90) days written notice to Contractor as provided herein. C. Contractor's Right to Terminate for Default. In the event City fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, City shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of ninety (90) business days after receipt by City from Contractor of written notice of default, specifying the nature of such default and the steps necessary to cure such default, 0 Contractor may terminate this Agreement forthwith by giving to City written notice thereof. D. Contractor's Right to Terminate for Convenience. Contractor shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving one hundred eighty (180) days written notice to City as provided herein. 16. WAIVER. A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 17. NOTICES. All notices, demands, requests, or approvals to be given under this Agreement, shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Contractor to City or from City to Contractor, as applicable, shall be addressed to the other party as follows: If to Contractor: rr n &Lru C�x no Arc aA, CA 11 R t 001 If to City: Fire Chief Arcadia Fire Department 710 S. Santa Anita Ave. Arcadia, CA 91006 With a copy to: City Attorney City of Arcadia 240 W. Huntington Drive Arcadia, California 91007 10 18. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 19. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 20. TIME OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS. City reserves the right to employ other contractors in connection with the services described in this Agreement. 22. SUCESSORS AND ASSIGNS. This Agreement shall be binding on the successors and assigns of the parties. 23. INVALIDITY; SEVERABILITLY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date and year first above written. [SIGNATURES ON THE FOLLOWING PAGE] 11 CITY OF ARCADIA Donald Penman City Manager Dated: 2009 ATTEST: APPROVED AS TO FORM: law& Stephen P. Deitsch City Attorney 12 [INSERT NAME OF CONTRACTOR] TERRENCE BARUCH, MD [Name] M Title