1 Rev. October 2023
FIRST MODIFICATION OF
AGREEMENT NO. 11035 (CCS)
This First Modification of Agreement Number 11035 (CCS) (“First Modification”), entered into as of _________________ (“Execution Date”), by and between the CITY OF SANTA MONICA (“City”), a California municipal corporation, and VITAL MEDICAL SERVICES, LLC (“Vital”) is made with reference to the following:
RECITALS
A. On or about July 15, 2020, the parties entered into Agreement No. 11035 (“Original Agreement”) for Vital to provide the City with professional medical services including 24/7 staffing of Santa Monica Jail Facilities by licensed on-call nurses that perform pre-booking and medical screening evaluations.
B. The City and Vital now desire to modify the Original Agreement to extend its term for an additional year, to include the compensation to be paid to Vital for the additional year, and to update the Original Agreement to reflect Vital’s current business address.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following:
Term. This Agreement begins on the Execution Date and terminates on June 30, 2026, unless terminated earlier in accordance with Section 14 or extended by the parties in writing.
2. Section 4 of the Original Agreement entitled “Compensation” shall be deleted in its entirety and replaced with following:
Compensation. The City shall compensate Vital for the Services performed by it and provided to City in an amount not to exceed $2,913,000 and in accordance with Exhibit B-1.
Docusign Envelope ID: A86467BA-34B1-4628-B151-AEB78DBECE5B 12/17/2024
2 Rev. October 2023
3. Section 6.2 of the Original Agreement shall be deleted in its entirety and replaced with the following:
Vital Medical Services, LLC
701 North Brand Boulevard, Suite 850
Glendale, CA 91203
Attention: Armen Vartanian
[email protected]
Re: Contract No. 11035
4. Exhibit B-1, a copy of which is included with this First Modification, shall supersede and replace Exhibit B to the Original Agreement.
5. This First Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single agreement. Any signature to this First Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
6. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
RICK COLE
City Manager
#VENDOR
By:
_______________________________
Docusign Envelope ID: A86467BA-34B1-4628-B151-AEB78DBECE5B
DOUGLAS SLOAN
City Attorney President
ARMEN VARTANIAN
City Manager
David White City Clerk
Nikima Newsome
3 Rev. October 2023
Exhibit B-1
Budget
For the professional services (“Services”) to be provided to City by Vital as set forth in the Scope of Services (Exhibit A) for this Agreement, the City shall pay to Vital as compensation a monthly fee of Thirty-Five Thousand Seven Hundred and 00/100 Dollars ($35,700.00) per month commencing the first month the Agreement is finalized.
The monthly fee payments are due on the first day of the month of service.
All medical equipment and supplies needed to provide the Services will be supplied by Vital, except for the DUI blood draw collection vials, which will be provided by the City through the County of Los Angeles. City will also reimburse Vital for prescription and over-the-counter medications purchased by Vital for use at City’s Jail Facility.
The price for Vital’s services is set forth in the pricing schedule below. Charges for Services in excess of what is required by Exhibit A shall be itemized separately in monthly invoices. The City shall not be obligated to purchase any additional services other than what Vital is required to provide in Exhibit A.
Pricing Schedule
1. Medical screening evaluations and blood withdrawal procedures are billed as follows for procedure counts in excess of the allotted amounts specified in Exhibit A:
Six Hundred Twenty-Five and 00/100 Dollars ($625.00) per Pre-Booking and Medical Clearance Examination “Okay to Book”
Two Hundred Ninety-Five and 00/100 Dollars ($295.00) per Evidentiary Blood Collection
2. Services for reasonable suspicion drug and alcohol testing (“Reasonable Suspicion Drug and Alcohol Testing”) in conformity with City’s policies on an as needed basis at an additional cost of Five Hundred Ninety-Five and 00/100 Dollars ($595.00) per test.
3. Testing services and counseling for occupational exposures to communicable diseases (“Communicable Disease Exposure Testing and Counseling”), including source testing, in conformity with City’s policies and applicable laws and regulations.
Vital’s rate for communicable disease testing (including COVID-19) is One Thousand Two Hundred and 00/100 Dollars ($1,200.00) per person tested (e.g., City police officer, City employee, Arrestee).
Docusign Envelope ID: A86467BA-34B1-4628-B151-AEB78DBECE5B 4 Rev. October 2023
4. On an “as needed” basis, and upon advance notice from the City’s Chief of Police (or his or her authorized representative), and where such notice is reasonable under the circumstances, Vital shall provide appropriately licensed and trained medical personnel (“Medical Staff Coverage at Request of City”) at City sponsored events, or for emergency events, or for such other events where City personnel are involved (collectively, the “Events”), Vital shall provide an appropriate level of medical services to members of the public at any such Events. The determination of the appropriate level of personnel to staff the Events shall be made by qualified medical personnel (e.g. Vital’s Chief Medical Officer) acting on behalf by Vital. The fee for Vital to provide this service shall not exceed the hourly rate of up to One Hundred Fifty and 00/100 Dollars ($150.00).
5. Vital standby time at the request of the City (“Medical Staff Standby at Request of City”) will be billed at an hourly rate of up to One Hundred Fifty and 00/100 Dollars ($150.00).
6. Work performed by Vital at Office of Traffic Safety (“OTS”) Saturation Patrols and Checkpoints will be billed separately as a fee for service at the prevailing OTS rate.
This fee shall include blood withdrawals performed during a Saturation Patrol or Checkpoint event. If no such OTS rate exists or is unavailable, Vital will bill at a rate up to One Hundred Fifty and 00/100 Dollars ($150.00) per hour.
7. A Two Hundred Ninety-Five and 00/100 Dollars ($295.00) cancellation service fee applies if services are requested by City but cancelled (“Service Cancellation”). This includes responses requested by City that are subsequently cancelled.
8. A charge of up to One Hundred Fifty and 00/100 Dollars ($150.00) per hour per Vital representative will be billed for courtroom testimonies resulting from a request by City or a court-ordered subpoena (“Courtroom Testimony Hourly Rate”). Time spent “on call” to potentially testify and travel to and from court will not be charged.
9. Narcan medication must be purchased directly by City. City may also purchase Vital’s Narcan kits, not including the medication, for a fee of Two Hundred NinetyFive and 00/100 Dollars ($295.00) per kit.
10. Medical transport services (“Medical Transport Services”) in connection with persons who are taken into custody pursuant to Welfare and Institution Code section 5150, mental health evaluation. The fee for each medical transport to a local medical facility where the distance to such facility is ten (10) miles or less is Nine Hundred Ninety-Five and 00/100 Dollars ($995.00). Transports to facilities where the distance is greater than ten (10) miles will be billed at Ten Dollars ($10.00) each mile past the first ten (10) miles travelled (“Medical Transport Services Additional Miles”). Upon arrival the first thirty (30) minutes at the facility is included in the standard fee. If the wait time exceeds thirty (30) minutes, it will be billed at Seventy-Five Dollars and Docusign Envelope ID: A86467BA-34B1-4628-B151-AEB78DBECE5B 5 Rev. October 2023
00/100 Dollars ($75.00) per each fifteen (15) minutes (“Medical Transport Services Wait Time”).
11. A forced blood draw, a warrant blood draw, a “McNeely Warrant Blood Draw” (“Evidentiary Warrant Blood Collection)”, or in-field blood draw (“Evidentiary In-Field Blood Collection)”, without a medical clearance, will be billed at a fee of Five Hundred Ninety and 00/100 Dollars ($590.00). In-field blood draws denote when blood is drawn in the field (e.g. scene of an accident, at an address outside of the police department, etc.). If a medical clearance is required (“Evidentiary Warrant Blood Collection with Medical Clearance” or “Evidentiary In-Field Blood Collection with Medical Clearance”), the procedure will be billed at a fee of Nine Hundred Twenty and 00/100 Dollars ($920.00).
In no event shall the total amount of compensation paid to Vital under this Agreement exceed $2,913,000 as provided in Section 4. When Vital’s billings to City reach 75% of the total amount of compensation authorized for this Agreement, Vital shall send to City written notice that additional funding may be necessary to continue the Services once the appropriated funding for the Agreement has been exhausted.
Vital will provide the City with monthly reports which detail all encounters with patients including any such excess encounters, Vital will also include report numbers associated for all medical clearances and blood draws to the City so that the City can easily reconcile for its accounting purposes.
Docusign Envelope ID: A86467BA-34B1-4628-B151-AEB78DBECE5B