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6-15-2021 AGENDA ITEM NO.8 - CONSIDERATION OF AN AGREEMENT BETWEEN REGENTS OF THE UNIVERSITY OF CALIFORNIA AND THE CITY OF WEST COVINAAGENDA ITEM NO.8 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: June 15, 2021 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF AN AGREEMENT BETWEEN REGENTS OF THE UNIVERSITY OF CALIFORNIA AND THE CITY OF WEST COVINA RECOMMENDATION: It is recommended that the City Council take the following actions: 1. Waive formal contract procedures in accordance with West Covina Municipal Code Chapter 2, Article VII, Division 2, Sec. 2-333(i)(1), by finding that it is in the public interest and necessity to waive formal contract procedures in connection with the procurement of continuing education services for the Fire Department; and 2. Authorize the City Manager to execute the EMS Educator Services Agreement with the Regents of the University of California on behalf of the UCLA Center for the Prehospital Care, in substantially the form as attached and in such final form as approved by the City Attorney; and 3. Authorize the City Manager to approve extensions to the Agreement, provided that the overall term does not exceed five (5) years. BACKGROUND: The State of California and the County of Los Angeles Department of Health Services (DHS) mandate that all California licensed paramedics and Emergency Medical Technicians (EMTs) receive continuing education to maintain their medical knowledge and their skill level proficiency. Annually, each paramedic must receive a minimum of 24 hours and each EMT must receive a minimum of 12 hours of continuing education to maintain their State and County paramedic and EMT certifications. Since April 22, 2003, the University of California Los Angeles (UCLA) Center for Prehospital Care has provided this service, among others, to the West Covina Fire Department (Fire Department). The current agreement has been amended multiple times and is set to expire June 30, 2021. DISCUSSION: In addition to providing the Fire Department with outstanding continuing education services, the UCLA Center for Prehospital Care also provides the Fire Department with a State and County mandated quality improvement plan and critiques/audits of the paramedic's performance. This agreement includes 100% review of paramedic documentation, a liaison to local hospitals, Fire Department representation at all required Department of Health Services (DHS) meetings, as well as the annual Fire Department DHS audit. During the time that the UCLA Center for Prehospital Care has been under contract to provide the above -mentioned services, the Fire Department's paramedics and EMTs have increased their knowledge and skill level, which provides value added services to the community. The Fire Department's relationship with the local hospitals has never been better and the Fire Department's annual DHS audits have been impeccable. The current agreement between the Regents of California, on behalf of the UCLA Center for Prehospital Care, and the City expires on June 30, 2021. As such, the city needs to enter into a new agreement for the UCLA Center for Prehospital Care to continue providing these necessary services to the Fire Department. The proposed agreement will be for a term of three (3) years, through June 30, 2024. Pursuant to the proposed agreement, the City will pay the UCLA Center for Prehospital Care $59,862.00 annually, which will be paid in monthly payments of $4,988.50. Either party can terminate the agreement without cause by providing the other party with 60 days written notice of termination. Section 2-333(i)(1) of the West Covina Municipal Code authorizes the City Council to waive formal contract procedures when it finds that it is in the public interest and necessity or that it is impractical to purchase supplies or equipment in compliance with formal contract procedures. The Fire Department conducted an independent review of continuing education and quality improvement providers and learned that no other provider can meet the resources provided by the UCLA Center for Prehospital Care. UCLA Center for Prehospital Care has also provided these services to the City since 2003. Therefore, staff believes it is in the public interest and necessity to waive formal contract procedures in connection with this procurement. The UCLA Center for Prehospital Care designs, develops and offers medical education and quality improvement programs to the meet needs of the prehospital community and conducts research to advance the emergency medical services industry. For over 30 years, UCLA has delivered state-of-the-art education to firefighters, EMTs, Paramedics, law enforcement, Paramedics, Registered Nurses, Medical Students, Medical Residents and Physicians. There are six divisions: • Fire Department and Law Enforcement Continuing Education & Quality Improvement • Paramedic Education • EMT Education • Continuing Education Programs/American Heart Association Programs • In -Hospital Programs (i.e. Phlebotomy, Crisis Prevention Training) • Research The UCLA Center for Prehospital Care's unique qualifications include: • Reporting through the David Geffen School of Medicine at UCLA • Over 20 years' experience in primary and refresher paramedic education • Over 30 years' experience in primary and refresher education for EMTs • Over 20 years' experience developing and delivering prehospital continuing education in Los Angeles County • Over 20 years' experience delivering quality improvement programs and continuing education to fire departments and law enforcement agencies • A cohesive management structure with physicians, nurses, paramedics and EMTs in key leadership positions who contribute to best practices, and participate with others to create knowledge and evidence that help guide the practice of prehospital medicine Finally, the UCLA Center for Prehospital Care has an agreement with and provides similar services to the following fire departments located in Los Angeles County: Arcadia Fire, Alhambra Fire, Downey Fire, El Segundo Fire, Glendale Fire, Manhattan Beach Fire, Monrovia Fire, Montebello Fire, Monterey Park Fire, Redondo Beach Fire, San Gabriel Fire, San Marino Fire, South Pasadena Fire, and Compton Fire. Based on this information and the continued benefit to the Fire Department's paramedics and EMTs, the West Covina Fire Department recommends continuing the partnership with the UCLA Center for Prehospital Care. LEGAL REVIEW: The City Attorney's Office has reviewed the resolution and approved it as to form. OPTIONS: The City Council has the following options: 1. Adopt Staff s recommendation. 2. Provide alternative direction. Prepared by: Vincent Capelle Additional Approval: Robbeyn Bird, Finance Director Fiscal Impact FISCAL IMPACT: This item is included in the professional services budget (Account No. 110.32.3210.6110) annually and will be budgeted accordingly in future budget cycles. The agreement's compensation for the first year would total $59,862.00. In each fiscal year thereafter, the compensation of services may increase by 5% to cover cost of living increases and other unbudgeted program expenses to deliver services. Attachments Attachment No. 1 - Agreement with UCLA CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety UCLA Center for Prehospital Care And West Covina hire Department EMS Educator Services Agreement This Agreement ("Agreement") is made and entered as of July 1, 2021 ("Effective Date') by and between The Regents of the University of California on behalf of the UCLA Center for Prehospital Care ("UCLA') and the City of West Covina ("City'), on behalf of the West Covina Fire Department ("Department'). RECITALS A. The UCLA Center for Prehospital Care conducts continuing education in prehospital and emergency medicine for students to maintain licensure as an EMT -Basic and Paramedic (referred to as "CE Programs') and provides quality improvement services to maintain or enhance the quality of patient care (referred to as "QI Services'). B. Department desires to utilize the CE and related services to maintain the certifications of Department personnel and to continue to deliver quality patient care to their Department members and comni niity. NOW THEREFORE, the parties hereby agree as follows: Article 1 Rights and Responsibilities of UCLA 1.1 Provide an EMS Educator ("EMS Educator"). UCLA shall provide an EMS Educator to Department to conduct CE Programs as described herein. The EMS Educator shall be subject to the mutual approval and selection of both Department and UCLA. 1.2 Provide CE Programs. The EMS Educator will provide continuing education on each of three shifts monthly for two hours in the morning and two hours in the afternoon at a location(s) approved by Department's Fire Chief. In consultation with the Fire Chief, UCLA shall develop a schedule and submit to the Department for approval. All Education Programs shall meet the criteria established by the County of Los Angeles and the State of California to fulfill EMT and Paramedic continuing education and recertification requirements. Content shall be developed in collaboration with the Department. A summary of CE services are detailed in Exhibit B. 1.3 Provide QI Services. The Educator shall develop, coordinate and maintain a quality improvement plan for Department. This shall include: developing a system to review Department's policies, patient care, and documentation, coordinating bi-annual quarterly quality improvement meetings, providing direct observation under field conditions, developing a plan to evaluate the competency of Department personnel, assisting in fact- finding regarding patient care delivered by Department personnel or questions about poficy for specific incidents and attending the Los Angeles County EMS Agency Quality hprovement Committee meetings to gather information regarding updates and changes to policies and/or procedures and reporting to the Department. A summary of QI services are detailed in Exhibit B. 2- 1.4 Provide General/Adrninistrative Support, The EMS Educator will collaborate and coordinate activities with the quality improvement committee and Department leadership (as identified in Section 3.2) and monitor compliance with local and state regulations during the term of this Agreement and as set forth in Exhibit B, review and analyze hospital outcome data (as required), support the Department's infection control program, serve as a liaison between the Department and the emergency medical community and attend connnittee greetings as set forth in Exhibit B. 1.5 Additional Services. The EMS Educator may provide additional CE Program and administrative services beyond time or effort of the services described in Exhibit B to meet the needs of Department at additional fees, as agreed to by the parties. Article 2 Confidentiality 2.1 Definition. For purposes of this Agreement, the term "Confidential Information" shall mean any information, including protected health information (PHI), disclosed in order to accomplish the work under this Agreement by one parry ("Disclosing Party) to another parry ("Receiving Party) that is considered confidential by the Disclosing Parry, and is considered confidential or privileged under federal or state law, provided such information is in writing or other tangible form and clearly marked as confidential when disclosed, or is so designated in writing within thirty (30) days of such disclosure. The parties agree to disclose only information that is necessary to the work, and/or as required under federal or state law, and to send such information directly to the parties noticed in Section 9 of this Agreement. 3- 2.2 Obligations of the Parties. The Receiving Party agrees, to the extent permitted by law, that Confidential Information shall remain the property of the Disclosing Party and that the Receiving Party shall only use, disclose or distribute Confidential Information within its own organization as is reasonably necessary to carry out the intent of this Agreement, and/or as required under federal or state law. For the period of the Agreement and following the expiration or termination of the Agreement, Confidential Information shall not be used or disclosed to others except in furtherance of this Agreement, provided, however, that the foregoing obligation of non-use and non -disclosure shall not apply to any portion of the Confidential Information that: 2.21 is or shall have been known to the Receiving Party before receipt thereof, 2.22 is or shall have been disclosed to the Receiving Party by a third party; 2.23 is or shall have become known to the public other than through the Receiving Parry; 2.24 is independently created by the Receiving Party's personnel who have had no exposure to the Confidential Information; or 2.25 is required by state or federal law, regulation, a court of competent jurisdiction or any rules of civil procedure applicable to any court or administrative proceeding to be disclosed. 2.3 Return of Confidential Information. Upon the expiration or earfier termination of this Agreement and the written request of the Disclosing Parry, to the extent permitted by law, the Receiving Parry shall promptly return to the Disclosing Parry or certify destruction of all Confidential Information of the Disclosing Parry received by the Receiving Parry and any copies made thereof, whether in written, electronic or any other form, except Receiving Party may maintain an archival copy of the Confidential Information on the Receiving 4- Parry's servers as long as the confidentiality obligations in Section 2.2 continue to be complied with. Article 3 Rights and Responsibilities of Department 3.1 Provide Space and Equipment. Department shall provide a classroom sufficient to provide quality instruction; audiovisual equipment; a desk with file space for use by the EMS Educator while at the Department; and access to Department training equipment and supplies for the purposes of instruction. 3.2 Designate OI Person Department shall designate a person responsible for CE in Department and to receive the information under this Agreement ("Department Designee'). 3.3 Responsibility. Department understands and accepts the responsibility for the clinical activities and care provided by its employees and agents and for the implementation of the services under this Agreement. Department agrees that UCLA shall not be responsible for these clinical activities orthe implementation of quality improvement services. Article 4 Term 4.1 The tern of this Agreement shall be for three (3) years from July 1, 2021 through June 30, 2024 unless terminated earlier as set forth in this Agreement. 5- Article 5 Ternnation 5.1 Termination without Cause. Either parry may terminate this Agreement at any time without cause by providing the other party with sixty (60) days written notice as set forth in & - M 5.2 Termination for Cause. Either parry may terminate this Agreement for cause or a material breach by providing the other party with thirty (30) days written notice as set forth in Article 9 below. If the breaching party fails to cure the breach within thirty (30) days of receipt of the notice of breach, the termination shall be effective at the end of the thirty (30) day period. Article 6 Payment 6.1 Compensation for Services. Department agrees to compensate UCLA for the services provided by the EMS Educator under this Agreement in the amount of $59,862.00 annually, which shall be billed in the amount of $ 4,988.50 monthly. Department shall mail payment to UCLA pursuant to Section 6.3 below within thirty (30) days of the date of each invoice sent to Department by UCLA. Following the first year of the initial term of the Agreement, on the anniversary of the Effective Date each year that this Agreement is in effect, UCLA may increase the cost of services by no more than 5% per year to cover increases in the cost of services. Department shall pay the amount due within thirty (30) days of receipt of the invoice from UCLA. C,a 6.2 Compensation for Additional Services. Department agrees to compensate UCLA for additional services referred to in Section 1.5 requested by the Department and approved by UCLA at an approved billable rate. The approved rate will be shared with Department annually by March 31 for implementation July 1. 6.3 Payment. Any payment to UCLA made pursuant to this Agreement shall be made by check payable to the Regents of the University of California and mailed to: UCLA Cashiering Department Box 957448 757 Westwood Plaza, Ste. 1119 Los Angeles, CA 90095-7448 Article 7 Insurance 7.1 The parties agree to obtain and maintain the insurance set forth in Exbfbit A. Article 8 Indemnification 8.1 Department agrees to defend, indemnify, and hold harmless UCLA, its officers, employees and agents from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Department, its officers, employees or agents. 8.2 UCLA agrees to defend, indemnify, and hold harmless Department, its officers, employees and agents from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this -7- Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCLA, its officers, employees or agents. Article 9 Notice 9.1 Any notice required to be given to any parry is deemed to have been given and to be effective on the date of delivery if delivered in person or by nationally recognized overnight courier such as Federal Express, or five (5) days after mailing if mailed by fast -class certified anvil, postage paid, to the respective addresses given below or to any other address as designated in writing to the other party: UCLA: Todd LeGassick Executive Director UCLA Center for Prehospital Care 10990 Wilshire Blvd., Suite 1450 Los Angeles, CA 90024 With a copy to: UCLA Health Sciences Office of Legal Affairs 924 Westwood Blvd., Suite 505 Los Angeles, CA 90024 Mail Code 163201 HW86 HI Department: Vince Capelle Fire Chief City of West Covina Fire Department 1444 W. Garvey Ave. S., Room 218 West Covina, CA 91790 Article 10 Use of Name 10.1 Neither party may use the name of the other, including the name UCLA, the Regents of the University of California, or the University of California, in any advertising, publicity, or otherwise, without the prior written approval of the authorized representative of the other parry. For UCLA, any such request shall be sent to the names and addresses in Article 9 above. Article 11 General Terms 11.1 Relationship. This Agreement is not construed as creating a partnership, joint venture, or agency relationship among the parties. The relationship between the parties shall at all times be that of independent contractors. 11.2 Governing Law. This Agreement shall be interpreted and construed according to the laws of the State of California. 11.3 Modifications. Any amendments or modffications to this Agreement mast be in writing and signed by authorized representatives of both parties. M 11.4 Assignment. Neither party may assign its rights, duties, or obligations under this Agreement, either in whole or in part, without the prior written consent of the other party. 11.5 Severability. The provisions of this Agreement are severable. If any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, the invalidity or enforceability does not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 11.6 Waiver. Waiver by any parry of any breach of any provision of this Agreement or warranty or representation shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right in this Agreement shall not operate as a waiver of such right. 11.7 Entire Agreement. This Agreement, and the Exhibits, contain the entire Agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior written or oral agreements with respect to the subject matter in the Agreement. 11.8 No Tbird Party Beneficiaries. None of the provisions contained in this Agreement are intended by the parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement. 11.9 Non -solicitation. Department agrees that it will not solicit UCLA EMS Educator(s) for employment at Department during the term of the Agreement and for twelve (12) months after the end of its term. 11.10 Review of Electronic b11es. Department agrees that UCLA EMS Educator(s) will have access to review electronic patient care reports to review for audit proposes with respect to the services provided under this Agreement. 11.11 No Excluded Parties. Each party represents and warrants to the other party that: a) neither it nor any of its representatives who will provide services pursuant to this Agreement are -to- currently excluded, suspended, debarred or otherwise ineligible to participate in federal health care programs, including Medicare and Medicaid programs; and b) neither it nor any of its representatives who will provide services under this Agreement have been convicted of a criminal offense related to the provision of health care items or services that would lead to mandatory exclusion from federal health care programs, but have not yet been excluded. 11.12 Compliance with Laws. Both parties agree that each shaIl comply with all applicable state and federal laws, Hiles, and regulations now in effect or hereafter adopted regarding the services provided under this Agreement, including but not limited to, those laws regarding the retention and availability of books and records related to the performance of obligations under this Agreement. Such action shall include, without limitation, compliance with the appropriate provisions of the Social Security Act and any applicable regulations, as related to the retention of records. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the dates indicated. DATE: By: The REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf of the UCLA Center for Prehospital Care Lo On behalf of UCLA Constance Her Director, Special Projects & Dean's Commitments DATE: By- THE CITY OF WEST COVINA, on behalf of West Covina Fire Department Dave Carmany City Manager -11- Exhibit A Insurance I. UCLA UCLA at its sole cost and expense shall insure or self -insure its activities in connection with this Agreement by maintaining programs of self-insurance as follows: 1. General Liability Self -Insurance with a limit of one million dollars ($1,000,000) per occurrence and a general aggregate of five million dollars ($5,000,000). 2. Business Automobile Liability Self -Insurance Program for owned, non -owned, or hired automobiles with a combined single limit of not less than five million dollars ($2,000,000) per occurrence. 3. Professional Medical and Hospital Liability Self -Insurance Program with limits of five million dollars ($5,000,000) per occurrence and a general aggregate of five million dollars ($5,000,000). 4. Workers' Compensation and Employers Liability Self -Insurance Program covering University's full liability under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time. 5. Such other insurance in such amounts which from time to time may be reasonably required by mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under Sections 1, 2, and 3 above shall not in any way limit the liability of UCLA. If such insurance is written on a claims -made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date prior to or coinciding with the effective date of this Agreement. The coverages referred to under Sections 1 and 2 above shall include Department as additional insured. UCLA, upon execution of this Agreement, shall fiumish Department with Certificates of Self -Insurance evidencing compliance with all requirements. II. Department Depamnent at its sole cost and expense shall insure or self -insure its activities in connection with this Agreement by maintaining programs of self-insurance as follows: 1. General Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence a general aggregate of five million dollars ($5,000,000). 2. Business Automobile Liability Insurance Program for owned, non -owned, or hired automobiles with a combined single limit of not less than two million dollars ($2,000,000) per occurrence with additional coverage available. 3. Professional Medical and Hospital Liability Insurance with limits of five million dollars ($5,000,000) per occurrence and a general aggregate of five million dollars ($5,000,000). -12- 4. Workers' Compensation and Employers Liability Self -Insurance Program covering Department's full liability under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time. 5. Such other insurance in such amounts which from time to time may be reasonably required by mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under Sections 1, and 2 above shall not in any way limit the liability of Department. If such insurance is written on a claims -made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date prior to or coinciding with the effective date of this Agreement. The coverages referred to under Sections 1 and 2 above shall include UCLA as additional insured. Such a provision, however, shall apply only in proportion to and to the extent of the negligent acts or omissions of Department, its officers, employees and agents under this Agreement. Department, upon execution of this Agreement, shall famish UCLA with Certificates of Insurance evidencing compliance with all requirements. M. NOTICE Each party shall provide the other with at least thirty (30) days advance written notice to the names set forth in Article 9 of this Agreement of any changes, modifications or cancellations of the above coverages. -13- Exhibit B Sun nary of Services Continuing Education Frequency Outcome Measure Provide two (2) hours of CE Monthly A minimum of 48 hours of CE delivered morning and two hours in annually on each shift. afternoon on each of three shifts Presentation of Mandatory CE Annually (or as required by Required items presented each year. (ie., "EMS Update", Bloodbome DHS) Verified on calendar of topics approved Pathogens, SIDS, Abuse reporting, by department. etc.) Competency assessment (le., Every month (at the end of 100% of the department meets the 80% quiz) of material presented. each CE session) passing threshold or receives remediation to achieve competency. Quality of presentation by EMS Every month (at the end of 80% of students rate the presentation 4 Educator. the CE session) (out of 5). Completed evaluations reviewed bi-annuallywith department. Overall quality of CE and QI Anonymous survey Results compiled and presented to Fire program. annually Chief. Maintain all CE records. Every month Prepare a CE packet that includes all required material for the audit including but not limited to rosters, lessons, objectives, posttests and evaluations. Prepare for the Los Angeles As scheduled Submit required annual survey County Department of Health information. Attend meeting and obtain Services EMS Agency CE Audit. re -approval of the department's ability to deliver CE and be in good standing with DHS. Quality rovement Frequency Outcome Measure Ride -along to evaluate paramedics Monthly on each shift as Completion of ride -along under field conditions. call volurcie and teaching documentation form which includes a allows review with the EMS team Documents reviewed with quality improvement committee and department leadership quarterly or more often if needed. Skills practice, remediation, Bi-annually and conducted Skills sheets verifying competency of verification for Paramedics and during quarterly skills selected skills reviewed with department EMTs. practice where possible leadership. Review an agreed upon percentage Every month Performance threshold on indicators is of all EMS calls against 90%. performance indicators. Submission of performance Quarterly (or as required) Performance threshold on indicators is indicators to DHS as required. 90%. Support the Medical Director with As assigned Track and report data as required. special Ql projects. -14- Collect, review and analyze Every month Report completed and submitted as hospital outcome data as required required by DHS. by DHS. Facilitate and attend the QI Quarterly Results presented to quality committee to review and discuss improvement committee and department performance indicators. leadership for discussion, recognition, areas for improvement, attention or continuing education. General Administrative Frequency Outcome Attend LACPQI, PAAC, PA, Quarterly or as scheduled Department represented by the EMS LACFA and other meetings as Educator. requested or required. Prepare for the Los Angeles As scheduled Attend meeting and obtain re -approval County Department of Health of the department's ability to deliver Services EMS Agency Provider QI EMS and be in good standing with Audit. DHS. Liaison with the Los Angeles At committee meetings and Resolution of concerns and dialogue County EMS Agency, local base or as incidents arise with department leadership about hospitals and/or fire departments. complaints and concerns. Ensure compliance with local and Ongoing Attend UCLA EMS Educator Service state EMS regulations and department meetings. Attend Los protocols. Angeles County Department of Health Services EMS Agency Provider Quality Improvement Meetings. Attend train - the -trainer EMS Update courses (annually). Overall quality of CE and QI Anonymous survey Results compiled and presented to program evaluation. annually quality improvement committee and department leaders Support the department's infection Annually or more often if Review program annually, support control program and Designated needed DICO and make recommendations to Infection Control Officer DICO . I department leaders -15-