R2022-010 2022-01-10RESOLUTION NO. R2022-10
A Resolution of the City Council of the City of Pearland, Texas, renewing a
contract with Katarzyna (Kasia) Kimmel, MD/ MPH for EMS Medical Director
services, in the estimated amount of $75,480.00, for the period of January
14, 2022 to January 13, 2023.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1.That certain contract for EMS Medical Director services, a copy of which
is attached hereto as Exhibit “A” and made a part hereof for all purposes, is hereby authorized.
Section 2.That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a contract for EMS Medical Director services.
PASSED, APPROVED and ADOPTED this the 10th day of January, A.D., 2022.
________________________________
J. KEVIN COLE
MAYOR
ATTEST:
________________________________
CRYSTAL ROAN, TRMC, CMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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PEARLAND FIRE DEPARTMENT
2703 Veterans Dr. Pearland, Texas 77584
281.997.5850
One City, One Mission, One Fire Department
December 22, 2021
Dr. Katarzyna Kimmel
1801 W. 24th Street, Unit A
Houston, TX 7008
Dear Dr. Kimmel:
Please be advised that the City of Pearland proposes to enter into a contract for Medical
Director Service, per the specifications as shown in Exhibit A.
The contract will begin on January 14, 2022 and expire on January 13, 2023 with four (4) one-
year options to renew. If you find the stated terms satisfactory, please sign and include your
fee schedule based on the scope of the agreement.
Please note that upon your signature and acceptance, this contract will be subject to City
Council approval – subsequent to Council approval, the Purchasing Division will issue a formal
contract.
If you need any further information, please contact me at (281) 997-5848.
Sincerely,
Erika Weakley
City of Pearland
Business Administrator
___________________________ ___________________________
ACCEPTED: DATE:
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PEARLAND FIRE DEPARTMENT
2703 Veterans Dr. Pearland, Texas 77584
281.997.5850
One City, One Mission, One Fire Department
Exhibit A
SCOPE OF CONTRACT/AGREEMENT
The Medical Director will provide sufficient medical expertise and supervision to meet the state
law requirements of an "off-line Medical Director". The Medical Director will be responsible for
providing City of Pearland's Fire Department personnel with the medical supervision and
licensed physician control statutorily required for their performance of intravenous administration
of emergency resuscitative drugs, the performance of sophisticated technical emergency and
basic life support procedures as well as intravenous catheterizations, electrical defibrillations
and other invasive procedures.
In addition, the Medical director will:
Establish standing orders and protocols for the issuance of medical service by PFD personnel,
and shall prescribe medication and supplies necessary for the ongoing provision of medical
services by the Pearland Fire Department;
Approve the level of pre-hospital care which may be rendered locally by each of the personnel
employed by PFD under the medical director's supervision, regardless of the level of state
certification or licensure, before the certificate or licensee is permitted to provide such care to
the public;
Establish and monitor compliance with field performance guidelines for PFD personnel.
Note: The Medical Director will have the ability to respond to incidents riding with an on duty
supervisor or ambulance. There is no expectation that the Medical Director independently
respond to emergency incidents;
Establish and monitor compliance with training guidelines which meet or exceed the minimum
standards set forth in the Texas Department of State Health Services EMS regulations;
Develop, implement, and revise protocols and/or standing delegation orders, if appropriate,
governing prehospital care and medical aspects of patient triage, transport, transfer, dispatch,
extrication, rescue, and radiotelephone-telemetry communication by PFD;
Direct an effective system audit and quality assurance program;
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PEARLAND FIRE DEPARTMENT
2703 Veterans Dr. Pearland, Texas 77584
281.997.5850
One City, One Mission, One Fire Department
Determine standards and objectives for all medically related aspects of operation of PFD
operations including the inspection, evaluation, and approval of the system's performance
specifications;
Function as the primary liaison between the PFD administration and the local medical
community, ascertaining and being responsive to the needs of each;
Develop a letter or agreement or contract between the medical director and the PFD
Administration outlining the specific responsibilities and authority of each. The agreement
should describe the process or procedure by which a medical director may withdraw
responsibility for PFD personnel for noncompliance with the Emergency Medical Services Act,
the Health and Safety Code, Chapter 773, the rules adopted in this chapter, and/or accepted
medical standards;
Take or recommend appropriate remedial or corrective measures for PFD personnel, in
conjunction with local administration, which may include, but are not limited to, counseling,
retraining, testing, probation, and/or field preceptorship;
Suspend a certified PFD individual from medical care duties for due cause pending review and
evaluation;
Establish the circumstances under which a patient might not be transported;
Establish the circumstances under which a patient may be transported against his or her will in
accordance with state law, including approval of appropriate procedures, forms, and a review
process;
Establish criteria for selection of a patient's destination;
Develop and implement a comprehensive mechanism for management of patient care incidents,
including patient complaints, allegations of substandard care, and deviations from established
protocols and patient care standards;
Shall submit a detailed report to PFD Administration quarterly. This report will include a listing of
his/her activities relative to their compliance to responsibilities of this position;
Shall promote EMS research and evidence based quality improvement;
Shall be familiar with the concepts of a mobile community healthcare program.
Medical malpractice insurance must be active at least 7 days prior to the actual commencement
of work.
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PEARLAND FIRE DEPARTMENT
2703 Veterans Dr. Pearland, Texas 77584
281.997.5850
One City, One Mission, One Fire Department
Copies of license/certifications must be provided to City with signed contract.
a.License to practice medicine in the state of Texas (MD or DO)
b.License to prescribe and administer Schedule 11-V controlled substances
c.Board certification in Emergency Medicine
d.Confirmation of Texas Medical Director Course
Office space may be shared/swing space; access to a computer and desk phone to be provided
along with central secured filing space.
Establish on-call/backup for when out of the country/vacation.
Hours per Month 60, Goal of 15 hours per Week
a.Minimum Hours Required Per Week 6, with balance to be made up other
weeks of the weeks of month if needed.
b.Four weeks of time off per year
Tracking/log of time, in a mutually agreeable format, to be provided to City at the end of each
month.
The Medical Director will have the ability to respond to incidents as needed. Transportation will
be provided via City of Pearland Fire Department personnel, such with a supervisor, ambulance,
and/or fire apparatus.
a.When on scene, Medical Director must adhere to Fire Department Policies for
protective equipment/hygiene.
b.The Medical Director will not independently respond to emergency incidents.
Input/attendance is required at Protocol Meetings.
Responses/acknowledgement to internal inquires must be received within 72hours.
Employment status for Fire Department employees will be the responsibility of City of Pearland
Fire Administration.
Invoices will be submitted monthly, in arrears.
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PEARLAND FIRE DEPARTMENT
2703 Veterans Dr. Pearland, Texas 77584
281.997.5850
One City, One Mission, One Fire Department
SCHEDULE
The EMS Medical Director will work an estimated 15 hours per week and 48 weeks annually at
the Fire Department facilities. Weekly hours estimated as hours can move between weeks if
needed for training or other purposes.
The Medical Director must meet the following qualifications:
a.Current license to practice medicine in the State of Texas (MD or DO);
b.Licensed by DEA and Texas DPS to prescribe and administer Schedule 11-
Vcontrolled substances;
c.Must have primary specialty in Emergency Medicine;
d.Must have or be eligible for board certification in Emergency Medicine by the
American Board of Emergency Medicine; American Board of Emergency
Medicine Board certification in EMS subspecialty preferred.
e.Minimum 1 year experience as an EMS Medical Director, Assistant Medical
Director, or EMS Fellow;
f.Must be able to provide a schedule of office hours held at Pearland Fire
Department facilities;
g.Hold Texas Medical Malpractice Insurance;
h.Residence or office in Pearland preferred.
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PROFESSIONAL VENDOR SERVICES AGREEMENT
Contract# 0222-12
This PROFESSIONAL VENDOR SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF PEARLAND ("City"), a Texas home rule municipal
corporation and Katarzyna(Kasia)Kimmel, MD, MPH("Vendor"), an individual referred to as a
party" and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1.Medical Director Services
Exhibit"A,"- Scope of Services more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
Effective Date") January 14, 2022 and shall expire on January 13, 2023 ("Expiration Date") unless
terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option,in its sole
discretion,to renew this Agreement under the same terms and conditions, for up to four-(4)one-year renewal
options, at the City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B,"—Price Schedule. Total payment made under this Agreement for the [first] year by City
shall be in an amount up to Seventy-Five Thousand, Four Hundred- Eighty Dollars ($75,480.00).
Payments for the following years shall be as described as in Exhibit B. Vendor shall not perform any
additional services or bill for expenses incurred for City not specified by this Agreement unless City requests
and approves in writing theadditional costs for such services. City shall not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.
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4.Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2. Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5.Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of
this Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas
PublicInformation Act. In the event there is a request for information marked Confidential or
Proprietary,City shall promptly notify Seller. It will be the responsibility of Seller to submit
reasons objectingto disclosure. A determination on whether such reasons are sufficient will not
be decided by City,but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
5.4 Unauthorized Access. Vendor- shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which
event,Vendor shall, in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and shall fully
cooperate with City to protect such City Information from further unauthorized disclosure.
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6.Right to Audit. Vendor agrees that City shall, until the expiration of three (3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7.Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers,agents,servants,employees,
Vendors and sub Vendors. Vendor acknowledges that the doctrine of respondent superior shallnot apply as
between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees,
servants, Vendors and sub Vendors. Vendor further agrees that nothing herein shall be construedas the
creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall
in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or sub Vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employcesor sub
Vendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsibleand
liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, employees or sub Vendor.
S.Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMA GE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
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City modifies or misuses the software and/or documentation.So long as Vendor bears the cost
and expense of payment for claims or actions against City pursuant to this section, Vendor
shall have the right to conduct the defense of any such claim or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim; however, City shall
have the right to fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In
the event City, for whatever reason, assumes the responsibility for payment of costs and
expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with City in defense of such
claim or action. City agrees to give Vendor timely written notice of any such claim or action,
with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,
City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise,such use is materially adversely restricted,Vendor shall,at its own
expense and as City's sole remedy,either: (a)procure for City the right to continue to use the
software and/or documentation; or(b)modify the software and/or documentation to make it
non-infringing, provided that such modification does not materially adversely affect City's
authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or(d)if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
9.Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment,the assignee shall execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
and Assignee shall be jointly liable for all obligations of Vendor under this Agreement priorto the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any work pursuant to this Agreement:
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10.1 Coverage and Limits
a) Commercial General Liability:
1,000,000 - Each Occurrence
2,000,000 - Aggregate
b) Automobile Liability:
1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
100,000 - Bodily Injury by accident; each accident/occurrence
100,000 - Bodily Injury by disease; each employee
500,000 - Bodily Injury by disease; policy limit
d) Professional Liability(Errors &Omissions):
1,000,000 - Each Claim Limit
1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
U The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
The workers' compensation policy shall include a Waiver of Subrogation
Right of Recovery) in favor of City.
U A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Pearland, 3915 Liberty Drive,Pearland Texas 77561.
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The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is below
that required,written approval of Risk Management is required.
U Any failure on the part of City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
Q Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances.Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
sub Vendors and successors in interest, as part of the consideration herein, agrees that in the performance of
Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROMAN
ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by email or facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested,addressed as follows:
To CITY: To Vendor:
City of Pearland Katarzyna(Kasia) Kimmel,MD, MPH
Attn: Erika Weakley 1801 W 24`" Street, Unit A
3709 Veterans Drive Houston, TX 77008
Pearland, TX 77584
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
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whether as employee or independent contractor,any person who is or has been employed by the other during
the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding
the foregoing, this provision shall not apply to an employee of either party who respondsto a general
solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Brazoria County, Texas or the United
States District Court for the Southern District of Texas,Pearland Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or
Exhibits A,B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
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25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act.Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-madc-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof, and in and to the copyright,patent,trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other-authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto
as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in enteringinto this
Agreement or any amendment hereto.
29. Change in Company Name or OwnershiU. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
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specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
signature page follows)
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
DocuSign Envelope ID: E2C01318-3B34-4F3C-87BE-E7F2C32BA3C2
ACCEPTED AND AGREED:
CITY OF PEARLAND
by:
By_EDOCUSIgned388283B69CC0460...
Name:Clay Pearson
Title: City Manager
Date:
1/27/2022 1 9:57 W CST
CONTRACT AUTHORIZATION:
APPROVAL RECOMMENDED: M&C: Resolution No. R2022-10
DocuSigned by:
Y.
Name:r
Title: Purchasing C)fficer
ATTEST:
DocuSigned by:
E'BY: 12577 BB—
Name:Crystal Roan
Title: City Secretary
VEN ocuSigned b
By:_ F 552 AL1DA42_
Katarzyna Kimmel
Name:
Title: MD
Date:
1/27/2022 1 9:29 AM CST
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
DocuSign Envelope ID: E2C01318-3B34-4F3C-87BE-E7F2C32BA3C2
EXHIBIT A
SCOPE OF SERVICES
The Medical Director will provide sufficient medical expertise and supervision to meet the state law
requirements of an "off-line Medical Director". The Medical Director will be responsible for
providing City of Pearland's Fire Department personnel with the medical supervision and licensed
physician control statutorily required for their performance of intravenous administration of
emergency resuscitative drugs, the performance of sophisticated technical emergency and basic life
support procedures as well as intravenous catheterizations,electrical defibrillations and other invasive
procedures.
In addition,the Medical director will:
a. Establish standing orders and protocols for the issuance of medical service by PFD personnel,
and shall prescribe medication and supplies necessary for the ongoing provision of medical
services by the Pearland Fire Department;
b. Approve the level of pre-hospital care which may be rendered locally by each of the personnel
employed by PFD under the medical director's supervision, regardless of the level of state
certification or licensure,before the certificate or licensee is permitted to provide such care to the
public;
c. Establish and monitor compliance with field performance guidelines for PFD personnel. Note:
The Medical Director will have the ability to respond to incidents riding with an on duty
supervisor or ambulance.There is no expectation that the Medical Director independently respond
to emergency incidents;
d. Establish and monitor compliance with training guidelines which meet or exceed the minimum
standards set forth in the Texas Department of State Health Services EMS regulations;
e. Develop, implement, and revise protocols and/or standing delegation orders, if appropriate,
governing prehospital care and medical aspects of patient triage, transport, transfer, dispatch,
extrication, rescue, and radiotelephone-telemetry communication by PFD;
f. Direct an effective system audit and quality assurance program;
g. Determine standards and objectives for all medically related aspects of operation of PFD
operations including the inspection, evaluation, and approval of the system's performance
specifications;
h. Function as the primary liaison between the PFD administration and the local medical community,
ascertaining and being responsive to the needs of each;
i. Develop a letter or agreement or contract between the medical director and the PFD
j. Administration outlining the specific responsibilities and authority of each. The agreement should
describe the process or procedure by which a medical director may withdraw responsibility for
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
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PFD personnel for noncompliance with the Emergency Medical Services Act, the Health and
Safety Code, Chapter 773,the rules adopted in this chapter, and/or accepted medical standards;
k. Take or recommend appropriate remedial or corrective measures for PFD personnel, in
conjunction with local administration, which may include, but are not limited to, counseling,
retraining, testing,probation, and/or field preceptorship;
1. Suspend a certified PFD individual from medical care duties for due cause pending review and
evaluation;
in. Establish the circumstances under which a patient might not be transported;
n. Establish the circumstances under which a patient may be transported against his or her will in
accordance with state law, including approval of appropriate procedures, forms, and a review
process;
o. Establish criteria for selection of a patient's destination;
p. Develop and implement a comprehensive mechanism for management of patient care incidents,
including patient complaints, allegations of substandard care, and deviations from established
protocols and patient care standards;
q. Shall submit a detailed report to PFD Administration quarterly. This report will include a listing
of his/her activities relative to their compliance to responsibilities of this position;
r. Shall promote EMS research and evidence-based quality improvement;
s. Shall be familiar with the concepts of a mobile community healthcare program.
t. Medical malpractice insurance must be active at least 7 days prior to the actual commencement
of work.
u. Office space may be shared/swing space; access to a computer and desk phone to be provided
along with central secured filing space.
v. The Medical Director will have the ability to respond to incidents as needed. Transportation will
be provided via City of Pearland Fire Department personnel, such with a supervisor, ambulance,
and/or fire apparatus.
a. When on scene, Medical Director must adhere to Fire Department Policies for
protective equipment/hygiene.
b. The Medical Director will not independently respond to emergency incidents.
w. Input/attendance is required at Protocol Meetings.
x. Responses/acknowledgement to internal inquires must be received within 72 hours.
y. Employment status for Fire Department employees will be the responsibility of City of Pearland
Fire Administration.
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
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SCHEDULE
The EMS Medical Director will work an estimated 15 hours per week and 48 weeks annually at
the Fire Department facilities. Weekly hours estimated as hours can move between weeks if
needed for training or other purposes.
a. Establish on-call/backup for when out of the country/vacation.
b. Hours per Month 60, Goal of 15 hours per Week
1. Minimum Hours Required Per Week 6, with balance to be made up other weeks of
the weeks of month if needed.
2. Four weeks of time off per year
3. Tracking/log of time, in a mutually agreeable format, to be provided to City at the
end of each month.
The Medical Director must meet the following qualifications:
a. Current license to practice medicine in the State of Texas (MD or DO);
b. Licensed by DEA and Texas DPS to prescribe and administer Schedule 11-V
controlled substances;
c. Must have primary specialty in Emergency Medicine;
d. Must have or be eligible for board certification in Emergency Medicine by the
American Board of Emergency Medicine; American Board of Emergency Medicine
Board certification in EMS subspecialty preferred.
e. Minimum 1-year experience as an EMS Medical Director, Assistant Medical
Director, or EMS Fellow;
f. Must be able to provide a schedule of office hours held at Pearland Fire Department
facilities; with sufficient office hours to perform the duties outline in 22 TAC
197.3. "Off-line Medical Director"
g. Hold Texas Medical Malpractice Insurance;
h. Residence or office in Pearland preferred.
Copies of license/certifications must be provided to City with signed contract.
a. License to practice medicine in the state of Texas (MD or DO)
b. License to prescribe and administer Schedule 11-V controlled substances
c. Board certification in Emergency Medicine
d. Confirmation of Texas Medical Director Course
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
DocuSign Envelope ID: E2C01318-3B34-4F3C-87BE-E7F2C32BA3C2
EXHIBIT B
PRICE SCHEDULE
Year 1 75,480.00
Year 2 75,480.00
Year 3 75,480.00
Year 4 75,480.00
Year 5 75,480.00
Katarzyna(Kasia)Kimmel,MD,MPH,Medical Director Services
DocuSign Envelope ID: E2C01318-3B34-4F3C-87BE-E7F2C32BA3C2
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Katarzyna Kimmel
1.Name:
Position: MD
LDcuSigneAD0442...
2.Name:
Position:
Signature
3.Name:
Position:
Signature
Name: DocuSigned a
Signature o '''tesi ent2t CEO
Other Title:
MD
Date:
1/27/2022 1 9:29 AM CST
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