Approved for Use 3/1/2021
12100-0001\2747409v2.doc
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated January 1, 2023 (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and Vital Medical Services, LLC, a California limited liability company (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide blood draws, certain medical screenings, medical tests, and limited treatment to persons who are arrested or taken into custody by the City.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experie nce and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant’s Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the “Services”) for inmate medical care, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives . For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Armen Vartanian , President (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance . Consultant shall comme nce the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-2- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
F. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses . Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license. Any City Business License fees and other City fees will be reimbursed by the City.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through December 31, 2027, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the rates set forth in the Approved Fee Schedule attached hereto as Exhibit B . In no event shall Consultant be paid more than $500,000 (the “Maximum Compensation”) for such Services.
B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant’s performance of those services or incurrence of additional expenses. Any additional services authorized by the City Council, or (where authorized) the Ci ty Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually agreed to by the Parties. At the request of the Consultant, the City Council may, in writing, reimburse Consultant for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Ser vices performed pursuant to this Agreement. Invoices must be submitted to Arleslie Cotangco at [email protected]. Each invoice shall itemize DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-3- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Com pensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclose d or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Cons ultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-4- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or otherwise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the su bject of a copyright application by Consultant.
D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.
7. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of t his Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
8. Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permit ted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature what soever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-5- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as dete rmined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all requir ed taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreem ent. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 3) City shall indemnify, defend, save and hold harmless, Consultant, including its officials, officers, agents and employees against any claims, liability, judgments, costs or expenses resulting from the negligence or willful misconduct of City or its employees, agents, and officials that arises out of the performances of their duties for the City while utilizing Consultant’s services under this Agreement, except for claims, liability, judgments, costs or expenses arising ‒ in whole or in part ‒ from the negligence or misconduct of the Consultant. Under this sub-section 8.2.3), Consultant indemnitor’s defense and indemnification obligations do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a City indemnitee.
B. Workers’ Compensation Acts not Limiting . Consultant’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting . City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-6- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance . Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non -owned or hired vehicles in the perfo rmance of Services under this Agreement, Consultant shall obtain a non -owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requir ements under this Section.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-7- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self -insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss.
F. Deductibles and Self -Insured Retentions. Any deductib les or self -insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage . Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance . If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium there on.
Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance . Prior to the performance of Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. Consultant may provi de complete, certified copies of all required insurance policies to City.
Consultant shall maintain current endorsements on file with City’s Risk Manager.
Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the t erm of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-8- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
J. Indemnity Requirements not Limiting . Procuremen t of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.
K. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements . Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.
B. Consultant’s Cooperation . In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspectio ns. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination . Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-9- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
14. Default.
A. Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service d uring Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
TO CITY: TO CONSULTANT:
City of Manhattan Beach Armen Vartanian
Attn: Police Department Vital Medical Services, LLC
1400 Highland Avenue 701 North Brand Boulevard, Suite 850 Manhattan Beach, California 90266 Glendale, CA 91203
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-10- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited b y law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expressi on, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate a ny of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-11- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility an d liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other a vailable remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a pro vision of Consultant’s proposal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the te rms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-12- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provis ions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (wh ether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (wh ether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity o f and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
-13- Approved for Use 3/1/2021
12100-0001\2747409v2.doc
The Parties, through their duly authorized rep resentatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Rachel Johnson
Title: Chief of Police
Consultant:
Vital Medical Services, LLC
a California limited liability corporation
By:
Name: Armen Vartanian
Title: President
By:
Name: Alex G. Ghazalpour
Title: Chief Operating Officer
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95 12/12/2022
12/12/2022
12/12/2022
12/13/2022
A-1
12100-0001\2747409v2.doc
EXHIBIT A
SCOPE OF SERVICES
Definitions
1. “Authorization” means the approval of Covered Services to be issued by City and is obtained by completion of the appropriate form by City police officer and provided to Consultant, by City police officer or other authorized CITY personnel, prior to treatment.
2. “Covered Services” means those services set forth in this Exhibit A which are Medically Necessary Services (as that term is defined below).
3. “Medically Necessary Services” means those medical services provided by or under the supervision of a healthcare professional engaged by Consultant to provide such services, and which are determined by such healthcare professional, in accordance with standard practice in the medical community to be appropriate and necessary for the systems, diagnosis and treatment of a condition, illness or injury and are not experimental or investigative.
Covered Services
1. Legal specimen collection (DUI blood draws)
2. Pre-booking and medical screening physician examinations, including with respect to mental health and any communicable diseases. If imaging services or comprehensive lab tests are determined necessary, Consultant shall make appropriate recommendations to City with respect thereto and City shall transport the arrestee or Inmate to a local hospital emergency department or another facility, as determined by City, in accord with such recommendations.
3. Title 15 pregnancy testing.
4. Treatment of minor injuries and conditions, as appropriate.
5. Nasal Naloxone (Narcan) Program.
6. 5150 Transport Services.
Consultant shall be responsible for providing all necessary medical and other equipment and supplies in order for it to provide the Covered Services contemplated in this Agreement.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
A-2
12100-0001\2747409v2.doc
In addition, Consultant staff will be available to assist City with medical screening exams and blood draws at all DUI checkpoints (“DUI Assignments”) established by City.
Consultant staff also will be available for depositions, courtroom testimony and responding to subpoenas (“Legal Testimony”) at an additional fee (see Exhibit B).
All equipment and supplies needed to provide the Covered Services will be supplied by Consultant, except for the DUI blood draw vials, which will be provided by the City through the County of Los Angeles.
Consultant shall provide Covered Services and/or shall cause such Covered Services as described hereto and incorporated herein by this reference in accordance with the provisions set forth below in this Section 2 and elsewhere in this Agreement. In addition, if requested by City, Consultant may provide additional services related to Occupational Safety and Hazard Exposure, at an additional fee to be agreed upon between the parties in writing.
Without the need for prior authorization by City, Consultant shall provide Covered Services, including, without limitation, medical screening evaluations, to each arrestee or prisoner as requested by a City police officer or other authorized representative of City. City shall notify Consultant that it is requesting Covered Services by telephone. A City police officer or other authorized representative of City shall be present at all times during all medical screening evaluations. The purpose of the medical evaluation will be to evaluate an arrestee’s or prisoner’s medical condition, including any injuries, to determine if the arrestee or prisoner is healthy enough to go through City Police Department’s booking process, be placed in jail and/or to remain in jail. Covered Service shall be provided at City’s jail or other booking location, as requested by City.
If necessary, Consultant shall perform or cause to be performed minor evaluative tests and minor treatment procedures. If Consultant believes that an arrestee or prisoner needs a more in-depth procedure or test, Consultant shall inform City so City may determine if the arrestee or prisoner should be released from City’s custody and/or transferred to the custody of another law enforcement agency.
Consultant shall be solely responsible for evaluating the medical condition of any arrestee or prisoner and whether such arrestee or prisoner should be transferred to the care of other physicians or medical facilities.
Consultant shall be solely responsible for informing City’s booking officer of any medical condition that should be monitored by City while the arrestee or prisoner is in the custody of City and shall provide to the booking officer any recommendations or instructions necessary for the health, safety or welfare of any arrestee.
In the event that during the course of providing services under this Agreement, Consultant or any of its employees or agents shall determine that any medication or DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
A-3
12100-0001\2747409v2.doc
medical procedure should or should not be prescribed or performed, Consultant shall be solely responsible for any such determination. Consultant will provide medically appropriate treatment for an Arrestee’s minor injuries and health conditions, including the provision of non-prescription medications, when such person is booked and held in custody at the City’s Jail. City will reimburse Consultant for prescription and over-the- counter medications purchased to have on hand at the Jail in the event they are medically necessary for an Arrestee or City employee. Consultant will bill the City at its cost for such prescription and over-the-counter medications.
Medical Director Oversight
All Covered Services provided by Consultant hereunder shall be overseen and supervised by Consultant’s Medical Director, who shall at all times during the term of this Agreement be licensed to practice medicine in California and who shall perform all required oversight and supervision required by applicable law with respect to the Covered Services. Consultant’s Chief Medical Officer shall be on-call twenty-four (24) hours a day, seven (7) days a week.
Consultant, and not City, shall be responsible for the quality of medical care provided to any arrestee or prisoner by Consultant and all of its officers, employees, agents, and subconsultants performing Covered Services under this Agreement. Consultant, and not City, shall be fully responsible for all errors and omissions of Consultant, its officers, employees, agents, and subconsultants with respect to the provision of medical care to any arrestee or prisoner.
Reporting
Consultant shall, at such time and in such form as City may reasonably request, furnish such periodic reports and other information concerning the status of the services provided pursuant to this Agreement. Consultant will provide City with monthly reports which detail all encounters, Consultant will also include report numbers associated for all medical clearances and blood draws to City so that City can easily reconcile for their accounting purposes.
Records and Evidence
Consultant shall maintain full and accurate records with respect to all matters covered and all services provided under this Agreement. Upon reasonable prior written notice, and in accordance with federal and state laws dealing with privacy of personal health information, City may request access, during normal business hours, to such records pertaining to Covered Services provided under this Agreement. Consultant shall maintain the chain of custody and preserve all physical evidence collected by Consultant.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95
12100-0001\2747409v2.doc
EXHIBIT B
APPROVED FEE SCHEDULE
Inmate Medical Services Rate
Pre-Booking and Medical Screening Examination $575
Blood Draw $223
Forced or Warrant Blood Draw without Medical Clearance $446 Forced or Warrant Blood Draw with Medical Clearance $798 Post Exposure Hazard $1,156
Reasonable Suspicion Drug and Alcohol Testing $459
Cancellation Charge $280
Additional Services
Maximum Standby Hourly Rate $140
Testimony Maximum Hourly Rate $140
Nasal Narcan Program Administration Annual Fee $5,000
Consultant will provide a monthly list of arrestees processed under the Agreement, including name, date, time, DR number, medical service performed, and location. City will compensate Consultant for Inmate Medical Services at a base rate no less than $4,000 per month to maintain available on-call staffing.
Beginning on January 1, 2024, and occurring annually on January 1st thereafter, rates will be increased by the annual percentage change in the Consumer Price Index (“CPI”) for the Los Angeles-Long Beach-Anaheim, CA area.
DocuSign Envelope ID: 8A05C2C9-CF37-43B4-B83F-390E1D29ED95