FOR THE COUNCIL MEETING OF APRIL 19, 2022
COUNCIL AGENDA REPORT
TO: City Council
FROM: City Manager
SUBJECT: JOINT POWERS AGREEMENT WITH THE LOMPOC VALLEY MEDICAL
CENTER FOR HEALTHCARE SERVICES
RECOMMENDATION:
That the City Council adopt a Resolution approving a Joint Powers Agreement between the City of Santa Maria and the Lompoc Valley Medical Center for healthcare services.
BACKGROUND:
The Lompoc Valley Medical Center (LVMC) is a special district government created under the Local Health Care District Act in 1946. It has an elected board of directors and jurisdictional boundaries much like the City and the Santa Maria Airport District, unlike Marian Medical Center which is a not -for-profit public -benefit corporation.
The City received a request from LVMC to establish an intergovernmental agreement for the provision of physician specialty medical sources provided by LVMC within Santa Maria city limits. Both LVMC and the City of Santa Maria have determined that they can best fulfill their respective and mutual mission of serving their communities by working together to exercise certain powers common to the parties, specifically the enhancement of public health and safety through the provision of more specialized health care services to the City of Santa Maria and the surrounding areas. The proposal was communicated to Dignity Health, and they had no objections.
DISCUSSION:
LVMC is named in the agreement as being solely responsible for the cost, debts, and liabilities incurred in the development of the new clinic, including physician services in one or more medical specialties. LVMC will also absorb the cost of initial permits and environmental review including any public hearings before the Planning Commission and/or the City Council. The agreement would be in effect for 15 years. Either party could terminate giving not less than 6 months' notice, whereupon the agreement would terminate at the end of the following fiscal year (June 30).
Alternatives:
The City Council can choose to deny the agreement and maintain the current level of medical care available to Santa Maria residents.
Fiscal Impact:
None
Impact to the Community:
Approval of the agreement would expand the availability of medical services and create new job opportunities for City residents.
JASON STILWELL
City Manager
Attachment: Joint Powers Agreement
2 JOINT POWERS AGREEMENT BETWEEN
LOMPOC VALLEY MEDICAL CENTER
AND
THE CITY OF SANTA MARIA
FOR HEALTHCARE SERVICES
THIS JOINT POWERS AGREEMENT ("Agreement") is entered into and executed as of April 19, 2022, (the "Effective Date"), by and between LOMPOC VALLEY MEDICAL CENTER, a California health care district ("LVMC"), and the CITY OF SANTA MARIA ("CITY"), pursuant to the Joint Exercise of Powers Act (Gov. Code, § 6500 et seq.).
RECITALS
A. WHEREAS, CITY is a California charter city; and,
B. WHEREAS, LVMC is a California health care district organized and operating under The Local Health Care District Law (Health and Safety Code, § 32000 et seq.), whose powers include establishing, maintaining and operating one or more health care and related facilities within the district; and
C. WHEREAS, LVMC operates the Lompoc Valley Medical Center, an acute -care hospital located in Lompoc, as well as multiple medical clinics located in Lompoc; and D. WHEREAS, LVMC plans to operate a new healthcare clinic in the CITY to be approved by the Board of LVMC and by CITY; and
E. WHEREAS, LVMC and CITY have each determined that they can best fulfill their respective and mutual mission of serving their communities by working together to exercise certain powers common to the parties, in particular the enhancement of public health and safety through the provision of more specialized health care services to the residents of the City of Santa Maria and the surrounding area.; and
F. WHEREAS, LVMC and CITY have determined that working together to improve and expand health care services and employment opportunities for the communities served by LVMC and CITY will provide substantial benefits to each party and contribute to the general welfare of the communities that they each serve;
NOW THEREFORE, in consideration of their mutual promises and undertakings set forth herein, the parties agree as follows:
AGREEMENT ARTICLE
1. PURPOSE AND POWERS.
1.1 Purpose and Powers. This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code, commencing with section 6500, relating to the joint powers common to public agencies.
1.1.1 Purpose. The purpose of this Agreement is to allow for the provision of physician specialty medical services provided by LVMC within the City of Santa Maria.
1.1.2 Powers. The Parties agree to jointly exercise the following powers of the parties, specifically including, but not limited to:
(a) LVMC's powers to provide healthcare services authorized under The Local Health Care District Law (Health and Safety Code, § 32000 et seq); and
(b)
CITY's authority to provide for the general welfare of the community and
(c) The provision of the above -referenced services to be provided within the geographical boundaries of the CITY;
(d) All other powers as may be authorized by law, in addition to the specific powers enumerated herein.
1.1.3 Designation Per Government Code § 6509. To the extent required by law, the powers exercised by the parties pursuant to this Agreement shall be subject to the restrictions upon the manner of exercising such powers of CITY.
ARTICLE 2. NO SEPARATE AGENCY; PARTIES TO ADMINISTER
2.1 No Separate Public Agency. No separate public agency is created by this Agreement.
2.2 Delegation of Authority to LVMC. The parties delegate authority to LVMC to administer this Agreement, including advertising, selecting and entering into contracts in connection with any Projects (as defined below) under this Agreement.
ARTICLE 3. PROJECT SELECTION AND BUDGETS
3.1 Project Selection. LVMC shall be solely responsible for the final selection of any projects to be constructed and/or managed/operated under this Agreement ("Projects").
3.2 Clinic Development. LVMC shall be responsible for development of the NEW CLINIC, which may include Projects necessary to establish the provision of physician services in one or more medical specialties.
3.3 Approval of Clinic. To the extent required by municipal ordinance, regulation or rule, the LVMC shall at its sole cost process and obtain any necessary discretionary permits and environmental review required to construct, manage and/or operate CLINIC, including public hearings before the Planning Commission and City Council. Nothing in this Agreement shall be construed to affect CITY's regulatory authority over any Project, except as expressly provided herein. However, the parties will collaborate to determine the most efficient process of environmental, planning and building review and permitting for the Projects to ensure continuity and consistency, as well as to reasonably expedite CLINIC to be constructed under this Agreement.
3.4 Project Budgets. LVMC shall be solely responsible for establishing a budget for any Projects.
3.5 Responsibility for Costs. LVMC shall be solely responsible for the costs, debts and liabilities incurred to construct any Project, including payment for any costs or fees for Projects submitted to CITY for review. Accordingly, LVMC shall solely retain all ownership interests in any Project, and CITY will not be entitled to any ownership interest in any Project.
ARTICLE 4. LIABILITY; INDEMNIFICATION
4.1 Allocation of Liabilities. As to any debts or liabilities based upon California Government Code section 895.2, pursuant to the provisions of California Government Code section 895.4, this Article allocates such liabilities (e.g., the vicarious liability imposed by law as a result of the existence of this joint powers agreement). LVMC shall be solely liable for both the debts and liabilities incurred in the performance of this Agreement. The rules therefore as set forth in California Civil Code § 2778 are hereby made a part of this Agreement
4.2 LVMC Defense and Indemnity Obligation. LVMC shall defend, indemnify and hold CITY, its City Council members, officials, officers, employees and agents harmless from and against all claims, demands, liability, costs, expenses, damages, injury or loss (including reasonable attorneys' fees) to which CITY, its City Council members, officials, officers, employees and agents may be subject by reason of any claims challenging the validity of this Agreement or any action taken in furtherance of this Agreement, including but not limited to, any challenge to the approval of the CLINIC or any contract to implement the CLINIC, alleged wrongdoing, misconduct, negligence, or fault by LVMC, its board members, officials, officers, employees or agents in the performance of this Agreement, and including any debts or liabilities incurred in the performance of this Agreement,.
4.3 Notice of Third -Party Claim. Upon receipt of any third -party claim, demand or other notice that may result in an indemnity obligation of the other party under this Article, the receiving party shall provide a copy of such claim, demand or other notice to the other party as soon as reasonably practicable, but in any event within ten (10) calendar days of receipt.
ARTICLE 5. TERM AND TERMINATION
5.1 Effective Date; Term. This agreement shall be effective as of the date of this Agreement first written above. It shall continue in full force and effect for a term of fifteen (15) years from the effective date unless terminated as hereinafter provided. This Agreement may be extended by mutual agreement of the parties, expressed by approval of each of the party's governing bodies.
5.2 Termination Option. Either party may elect to terminate this Agreement by giving not less than six (6) months prior written notice to the other party, whereupon this Agreement will terminate at the end (June 30) of the following fiscal year.
5.3 Parties' Rights and Duties on Expiration or Termination. Should this Agreement expire at the end of its initial term, or if it is terminated for any reason, the parties shall continue to work -3-
together until all obligations incurred prior to expiration or notice of termination, have been fully performed. No further obligations will be incurred.
ARTICLE 6. MISCELLANEOUS
6.1 Public Safety. LVMC shall coordinate with CITY to ensure that the CITY Fire and Police departments are able to serve all LVMC medical facilities through the provision of public safety radio amplifiers and any related equipment to provide adequate radio coverage within all LVMC facilities.
6.2 Governing Law. The validity of this Agreement and any of its terms or provisions as well as the rights and duties of the parties shall be governed by the laws of the State of California.
6.3 Entire Agreement. This Agreement contains the entire Agreement of the parties and shall be binding upon and inure benefit of the parties, their successors and assigns.
6.4 Additional Parties. Nothing herein shall preclude the addition of other governmental entities as parties to this Agreement, so long as all parties consent in writing to such addition. If an entity is added as a party, it shall be bound by the terms and conditions of this Agreement.
6.5 Notices. Notices required by law or by this Agreement, shall be deemed sufficient if given, in writing and deposited in the United States Mail, postage prepaid, to the following:
To LVMC: Chief Executive Officer
Lompoc Valley Medical Center
1515 E. Ocean Avenue
Lompoc, CA 93436
To CITY: City of Santa Maria
City Manager
110 E. Cook Street
Santa Maria, CA 93454
Notices shall be deemed given in the case of United States Mail, five (5) calendar days after deposit in the mail.
6.6 Severability. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall be to the extent judged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, or conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent allowed by law.
6.7 Agreement Not Partnership or Joint Venture; No Third -Party Beneficiaries. Nothing in this Agreement shall be deemed to establish relationships between the parties other than those expressly described and set forth. The agreements contained herein are made solely for the benefit of the parties and shall not be construed as benefiting any person who is not a party to this Agreement.
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6.8 Assignment. No party may assign any right, claim or interest it may have under this Agreement, provided that in the event LVMC becomes lawfully authorized to separately operate the Clinic, then LVMC may, in its sole discretion assign all right, title and interest in any contracts entered into under this Agreement to LVMC as the sole and exclusive contracting entity.
6.9 Binding Effect. This Agreement shall be binding upon the successors of the parties.
6.10 Survival. Notwithstanding the termination of this Agreement, the defense, indemnification and hold harmless provisions shall survive and be fully enforceable.
6.11 Waiver of Terms; Effect. By action of each party's governing boards, the time specified in this Agreement for performance of any act by the parties, may be extended or waived, for good cause. Any such extension or waiver shall affect only the time period to which it is directed, and it shall not be deemed applicable to subsequent deadlines relating to the subject matter of the extension or waiver, 'twit shall it be deemed to apply to any other time constraints or requirements contained in this Agreement.
6.12 Agieemenfas liitegrated Document; Titles and Headings Not Part. This Agreement fully and completely integrates all agreements and understandings of the parties regarding its subject matter. Titles and headings contained herein are not a part of the agreement of the parties.
They are included only for descriptive purposes and shall not be deemed as incorporated into this Agreement for any other purposes.
6.13 Amendment; Method Prescribed. This Agreement may be amended at any time, by written agreement of the parties, acting by and through their governing boards. /1
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6.14 Authority to Enter into Agreement. Each party represents that it has the full power and authority to enter to this Agreement and to carry out the powers contemplated by it. Each party further represents that it has taken all action necessary to authorize the execution, delivery and performance of the Agreement. Each person signing below warrants that he/she has full power and authority to bind the party under which her/his signature appears.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers as of the date first above written.
CITY:
CITY OF SANTA MARIA
By:
Printed Narne: Jason Stilwell
Title:
City Manager
LVMC:
LOMPOC VALLEY MEDICAL CENTER
By:
Printed Name:
Title:
Approved as to form:
Thomas :"son
City : omey
Mellissa Guerrero
Risk Manager
ATTEST;
Chief Deputy City Clerk
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RESOLUTION NO. 2022-31
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING A JOINT POWERS AGREEMENT
BETWEEN THE CITY OF SANTA MARIA AND THE LOMPOC VALLEY MEDICAL
CENTER FOR HEALTHCARE SERVICES
WHEREAS, Lompoc Valley Medical Center (LVMC) is an independent special district created under the authority of the California Local Health Care District; and WHEREAS, the Lompoc Valley Medical Center, an acute -care hospital located in Lompoc, requested a joint powers agreement with the City of Santa Maria (CSM) after receiving no objections from Dignity Health; and
WHEREAS, the LVMC plans to provide physician specialty medical services within the City of Santa Maria; and
WHEREAS, the LVMC and City of Santa Maria have each determined that they can best fulfill their respective and mutual mission of serving their communities by working together to exercise certain powers common to the parties, in particular, the enhancement of public health and safety through the provision of more specialized health care services to the residents of the City of Santa Maria and the surrounding area; and WHEREAS, the LVMC and City of Santa Maria have determined that working together to improve and expand health care services and employment opportunities for the communities served by LVMC and CSM will provide substantial benefits to each party and contribute to the general welfare of the communities that they each serve.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Maria that:
1) The City Council authorizes and directs the City Manager, or designee, to execute a Joint Powers Agreement to be established between the City of Santa Maria and the Lompoc Valley Medical Center for healthcare services; and 2) The Lompoc Valley Medical Center assumes sole responsibility for establishing, maintaining, and operating one or more health care facility(ies) within Santa Maria city limits; and
3) The term of the agreement shall be 15 years; and
4) Either party may terminate by giving not less than 6 months' notice; and 5) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of April 2022.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED A
ty Attomey
AP'` OVED AS TO CONTENT:
Department Director
M er