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CONTRACT 4878 Service Agreement CLOSEDAgreement No. 4878 MEDICAL SERVICES AGREEMENT THIS MEDICAL SERVICES AGREEMENT (this "Agreement') is made and entered into, effective as of July 1, 2015 by and between VITAL MEDICAL SERVICES, LLC, a California limited liability company ('VITAL'), and THE CITY OF EL SEGUNDO, a municipal corporation and general law city (the "CITY "), with reference to the following recitals: RECITALS A. VITAL makes available to cities and other government agencies medical services for and in connection with persons who are arrested or taken into custody or are booked and jailed in city facilities. B. The CITY wishes to engage VITAL to provide or cause to be provided certain medical screenings, medical tests and limited treatment to persons who are arrested or taken into custody by the CITY ( "Arrestees ") or are booked and jailed by the CITY in its facilities ( "Prisoners "). C. The CITY and VITAL wish to enter into this Agreement in order to set forth the terms and conditions upon which VITAL will agree to perform or cause to be performed certain services for the CITY during the term hereof. AGREEMENT NOW, THEREFORE, in reliance on the foregoing recitals and in consideration of the mutual covenants and conditions set forth herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions 1.1 "Authorization" means the approval of Covered Services to be issued by the CITY and is obtained by completion of the appropriate form by the CITY police officer and provided to VITAL, by the CITY police officer or other authorized CITY personnel, prior to treatment. 1.2 "Covered Services" means those services set forth on Exhibit "A" attached hereto and incorporate herein by this reference which are Medically Necessary Services (as that term is defined below). 1.3 "Medically Necessa Services" means those medical services provided by or under the supervision of a healthcare professional engaged by VITAL 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. Agreement No. 4878 2. Covered Services. VITAL shall provide Covered Services and /or shall cause such Covered Services as described on Exhibit "A" attached 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 the CITY, VITAL may provide additional services related to Occupational Safety and Hazard Exposure described on Exhibit "B" attached hereto and incorporated herein by this reference, at an additional fee to be agreed upon between the parties. 2.1 Without the need for prior authorization by the CITY, VITAL 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 the CITY. CITY shall notify VITAL that it is requesting Covered Services by telephone. VITAL shall use good faith efforts to ensure that, once Covered Services are requested, VITAL personnel shall arrive at the CITY's facilities within thirty (30) minutes of receiving the request. A CITY police officer or other authorized representative of THE 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 medical condition, including any injuries, to determine if the Arrestee is healthy enough to go through the CITY Police Department's booking process, be placed in jail and /or to remain in jail. Covered Service shall be provided at the CITY's jail or other booking location, as requested by the CITY. 2.2 If necessary, VITAL shall perform or cause to be performed minor evaluative tests and minor treatment procedures. If VITAL believes that an Arrestee needs a more in- depth procedure or test, VITAL shall inform the CITY so the CITY may determine if the Arrestee should be released from the CITY's custody and /or transferred to the custody of another law enforcement agency. 3. Certain Covenants and Representations of VITAL 3.1 Commitment of Time by VITAL. During the Term, VITAL shall devote such time to the performance of VITAL's duties under this Agreement as is reasonably necessary to fulfill VITAL's obligations under this Agreement. 3.2 Compliance with Laws. VITAL shall comply with all applicable federal, state and local laws, rules and regulations in performing the services contemplated in this Agreement. VITAL has engaged the services of duly licensed professionals, as applicable, who shall provide the Covered Services to be provided under this Agreement. Any Covered Services that constitute the practice of medicine under California law shall be provided by physician(s) or physicians' assistants licensed to practice medicine in the State of California (and with respect to physicians' assistants, under the supervision of a medical doctor) engaged by VITAL to provide such Covered Services in their capacities as licensed healthcare professionals and in accordance with applicable laws, rules and regulations regarding the practice of medicine. In accordance with applicable law, all decisions, procedures, diagnoses and treatments that constitute the practice of medicine shall be provided by duly licensed physicians who shall have sole and absolute discretion regarding all such matters. 3.3 Medical Director Oversight. All Covered Services provided by VITAL hereunder shall be overseen and supervised by VITAL'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 Agreement No. 4878 Services. VITAL's Chief Medical Officer shall be on -call twenty -four (24) hours a day, seven (7) days a week. 3.4 Insurance. VITAL shall maintain general and professional liability (malpractice) insurance, as it deems appropriate, subject to the requirements of this Agreement, covering VITAL for claims made during and after the term of this Agreement and /or shall ensure that all healthcare professionals engaged by it to provide services hereunder, including, without limitation, physician(s) licensed to practice medicine in the State of California, maintain such insurance. Such insurance may be (i) "occurrence" type or (ii) "claims made" type, as described below, with limits of not less than One Million Dollars ($1,000,000) for each claim and not less than Three Million Dollars ($3,000,000) in the aggregate for the policy year. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," VITAL will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover VITAL for all claims made by CITY arising out of any errors or omissions of VITAL, or its officers, employees or agents during the time this Agreement was in effect. VITAL will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Should VITAL, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at VITAL's expense and deduct the cost of such insurance from payments due to VITAL under this Agreement or terminate pursuant to Section 4.2. 3.5 Reporting. VITAL shall, at such time and in such form as the CITY may reasonably request, furnish such periodic reports and other information concerning the status of the services provided pursuant to this Agreement. 3.6 Records. VITAL shall maintain full and accurate records with respect to all matters covered and all services provided under this Agreement. Upon reasonable prior written notice, the CITY may request access, during normal business hours, to such records pertaining to Covered Services provided under this Agreement. Agreement No. 4878 3.7 Personnel. VITAL represents that it has, or shall secure at its own expense, all personnel required to perform the Covered Services contemplated in this Agreement. All personnel shall be qualified to perform the Covered Services which they provide pursuant to this Agreement. 4. Term and Termination 4.1 Term. Subject to early termination pursuant to Section 4.2 below or upon mutual agreement of the parties, the term of this Agreement (the "Term ") shall commence as of the date of this Agreement and continue for one (1) year thereafter; provided, however, that this Agreement shall renew automatically for successive one (1) year terms unless either party provides the other party with written notice of its intention not to renew this Agreement at least thirty (30) days prior to the date this Agreement otherwise would renew pursuant to this Section 4.1. 4.2 Early Termination. (a) CITY may terminate this Agreement at any time with or without cause. Upon receiving a termination notice, VITAL will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by VITAL after receiving a termination notice will be performed at VITAL's own cost; CITY will not be obligated to compensate VITAL for such work. (b) Termination upon Notice. VITAL may terminate this Agreement, with or without cause, upon sixty (60) days' advance written notice to CITY. 4.3 Termination Procedures. Upon the effective date of termination of this Agreement, the CITY shall pay VITAL all amounts due hereunder up to and including the effective date of termination. Termination of this Agreement shall not limit or affect any obligations arising under this Agreement that, by their terms, extend beyond the effective date of termination, specifically including, without limitation, the provisions of this Section 4.3, Section 5 (Compensation) and Section 7 (General Provisions). 5. Compensation 5.1 Compensation. During the Term, the CITY shall pay to VITAL, and VITAL shall accept as total compensation for the services performed under this Agreement, including, without limitation, the Covered Services, a sum not to exceed fifteen thousand dollars ($15,000) per year, as set forth on Exhibit "A " attached hereto and incorporated herein by this reference. Professional services rendered by physicians engaged by VITAL to provide services hereunder which constitute the practice of medicine, if any, are excluded from the compensation set forth on Exhibit "A" and will be billed to the CITY separately. 6. Relationship between the Parties. In performing the services herein specified, it is mutually understood and agreed that VITAL is acting as an independent contractor and its employees, independent contractors and other agents shall not be considered employees of the CITY. CITY and VITAL agree that VITAL will have control of all work and the manner in which is it performed. VITAL will be free to contract for similar service to be performed for other employers while under contract with CITY. VITAL is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the 4 Agreement No. 4878 right to direct VITAL as to the details of doing the work or to exercise a measure of control over the work means that VITAL will follow the direction of the CITY as to end results of the work only. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the parties hereto. Each party shall be liable for its own debts, obligations, acts and omissions. 7. Indemnification. 7.1 VITAL agrees to the following;; Indemnification for Professional Services. VITAL will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by VITAL or any of VITAL's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Indemnification for other Damages. VITAL indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, VITAL will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. 7.2 For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. 7.3 It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 7.4 The requirements as to the types and limits of insurance coverage to be maintained by VITAL as required by Section 3.4, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by VITAL pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 8. Gwnersh �p of Documents. All documents, data, studies, drawings, maps, models, photographs and reports prepared by VITAL under this Agreement are CITY's property. VITAL may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of VITAL's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 9. General Provisions. 9.1 Notices. All notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing or by e-mail, and shall be Agreement No. 4878 delivered to the party to whom notice is to be given either (a) by facsimile (in which case such notice shall be deemed given upon electronic confirmation of receipt); (b) personal delivery (in which case such notice shall be deemed given on the date of delivery); (c) by next business day air courier service (e.g., Federal Express or other similar service) (in which case such notice shall be deemed given on the business day next following deposit with the air courier service); or (d) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which case such notice shall be deemed given on the third (3rd) day following the date of deposit with the United States Postal Service), and properly addressed as follows: To CITY: City of El Segundo Attn: City Clerk's Office 350 Main Street El Segundo, CA 90245 To VITAL: At the address set forth on the Signature Page A party to this Agreement may change its address for purposes of this Section by giving written notice to the other parties in the manner specified in this Section 9.1. 9.2 Severability. If for any reason any clause or provision of this Agreement, or the application of any such clause or provision in a particular context or to a particular situation, circumstance or person, should be held unenforceable, invalid or in violation of law by a court of competent jurisdiction or as a result of arbitration, or shall be determined unlawful by a federal, state or local governmental agency or other authority, then the application of such clause or provision in contexts or to situations, circumstances or persons other than that in or to which it is held unenforceable, invalid or in violation of law shall not be affected thereby, and the remaining clauses and provisions hereof shall nevertheless remain in full force and effect. 9.3 Entire Agreement. This Agreement and the Exhibits attached hereto constitute the full and complete agreement and understanding between the parties hereto and shall supersede any and all prior written and oral agreements concerning the subject matter contained herein. 9.4 Amendments and Modifications. This Agreement may be amended only by written agreement signed by VITAL and the CITY. 9.5 Agreement to Perform Necessary Acts. Each party shall perform any further acts and shall execute and deliver any further documents as may be reasonably necessary to fully effectuate the provisions of this Agreement. 9.6 Assi ng rnent. Neither party shall have the right to assign or transfer this Agreement, or to delegate any of its rights, duties or obligations arising herein, without the prior written consent of the other party, which consent may be given or withheld in the other party's sole and absolute discretion. Any such purported or attempted assignment, transfer or delegation shall be null, void and of no force or effect whatsoever. 9.7 Binding Effect. Subject to Section 7.6 above, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. 0 Agreement No. 4878 9.8 Number and Gender. Words in the singular shall include the plural, and words in a particular gender shall include either or both genders, as appropriate to the context in which such words are used. 9.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of law principles. 9.10 Force 'Maeu . Neither party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or employment resulting, directly or indirectly, from acts of God, civil or military authority, criminal acts, riots, civil disobedience, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, strikes or other work interruptions by the employees of any party, or any other cause beyond the reasonable control of the party affected thereby. However, each party shall utilize its best good faith efforts to perform under this Agreement in the event of any such occurrence or circumstance. 9.11 Cans. Any captions to or headings of the Articles and Sections of this Agreement are solely for the convenience of the parties, and shall not be interpreted to affect the validity of this Agreement or to limit or affect any rights, obligations, or responsibilities of the parties arising hereunder. 9.12 Representations. Each party hereto represents (a) that no representation or promise not expressly contained in this Agreement has been made by the other party or by any agent, employee, representative, or attorney for such party; and (b) that this Agreement is not being entered into on the basis of, or in reliance on, any promise or representation, express or implied other than as are specifically and expressly set forth herein. 9.13 Attorneys' Fees and Costs. In the event of any action at law or in equity between the parties hereto with respect to this Agreement, the non - prevailing party or parties in such action shall pay to the prevailing party or parties all costs and expenses, including, without limitation, reasonable attorney's fees, incurred therein by such prevailing party or parties; and if such prevailing party or parties shall recover judgment in any such arbitration, action or proceeding, such costs, expenses and attorneys' fees may be included in and as part of such judgment. The prevailing party shall be the party who is entitled to recover his costs of suit (as determined by the arbitrators or the court of competent jurisdiction), whether or not the arbitration or other action proceeds to final judgment. A party not entitled to recover its costs shall not recover attorneys' fees. 9.14 Ambiguities. The general rule that ambiguities are to be construed against the drafter of a document shall not apply to this Agreement. In the event that any provision of this Agreement is found to be ambiguous, each party shall have an opportunity to present evidence as to the actual intent of the parties with respect to such ambiguous provision. 9.15 Non - Waiver. No failure or delay by a party to insist upon strict performance of any term, condition, covenant or agreement of this Agreement, or to exercise any right, power or remedy hereunder or under law or as a result of a breach hereof or thereof shall constitute a waiver of any such term, condition, covenant, agreement, right, power or remedy hereunder or under law or as a result of a breach hereof or thereof or preclude such party from exercise of any such right, power or remedy at any later time or times. Agreement No. 4878 9.16 Facsimile Signatures. A facsimile signature by a party to this Agreement that is delivered to another party to this Agreement shall be binding on the signatory party. 9.17 Counter. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument. [Signature page follows] Agreement No. 4878 IN WITNESS HEREOF, each of the parties hereto has caused this Agreement to be signed by a duly authorized representative or officer of such party as of the date first above written. VITAL: VITAL Medical Services, LLC, a California Limited Liability Company Address: Glendale Office 550 North Brand Boulevard 20th Floor Glendale, CA 91203 Attn: COO 0 CITY: EXHIBIT "A" COVERED SERVICES: Agreement No. 4878 1, Legal specimen collection (DUI blood draws) Z Pre - booking and medical screening examinations. If imaging service, comprehensive lab test are necessary, the CITY shall transport the Arrestee or Inmate to a local hospital emergency department or other facility, as determined by the CITY. 3. Title 15 pregnancy testing 4. Treatment of minor injuries and conditions, as appropriate VITAL 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. In addition, VITAL staff will be available to assist the CITY with medical screening exams and blood draws at all DUI checkpoints ( "DUI! Assignments") established by the CITY. VITAL staff also will be available for depositions, courtroom testimony and responding to subpoenas ( "Legal Testimony ") at an additional fee to be agreed upon between the parties. COMPENSATION Payment for such services will be at a fee for service model. Payment terms will start in the month the agreement is finalized. The current flat fee rate for pre- booking clearances are $292.00 If in any month during the term of this Agreement, the aggregate number of Arrestee and Prisoner encounters for medical screening exams exceed 4 (four), then, a total charge of $362.00 per encounter will be billed. The current flat fee rate for a blood draw is $85.00. In the instance the aggregate number of encounters for blood draws exceeds 7 (seven), then, a total charge of $135.00 per blood draw will be billed. Excess monthly billing will be due and payable by no later than the end of the month following the month in which the excess encounters occurred. VITAL will also provide all blood draw services for Avoid /Grant Funded DUI enforcement activities conducted through the CITY and /or the South Bay Police Agencies. Post Exposure Hazard (Infectious Disease Exposure) testing will be billed at $500.00 per occurrence and incident. This will involve laboratory testing for the source patient (arrestee) and the city employee. VITAL will provide the CITY with monthly reports which detail all encounters 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 their accounting purposes. Legal Testimony is not included in the compensation described above and will be billed separately at amounts agreed upon between the parties. Maximum Cost: VITAL expressly acknowledges that the total cost to complete all tasks set forth above must not exceed ten thousand dollars ($15,000.00) ( "Maximum Cost "). When VITAL has billed 75% of the Maximum Cost, VITAL will provide written notice to the CITY expressing the fact that the CITY has expended 75% of the Maximum Cost, to alert the CITY that additional funding may be necessary to continue medical services under the Agreement. Nothing in this 10 Agreement No. 4878 Agreement obligates the CITY to allocate more than $15,000.00 per year for the services requested under this Agreement. STAFFING VITAL personnel will be on call twenty -four (24) hours per day, seven (7) days per week. Vital will also have staff at pre- determined DUI checkpoints /Saturation Patrols at no additional charge other than noted above. The days in any given week will be determined by the CITY and the CITY will provide VITAL with reasonable advance notice of the days selected. EQUIPMENT All equipment and supplies needed to provide the Covered Services will be supplied by VITAL, except for the DUI blood draw vials, which will be provided to the CITY by the County of Los Angeles. 11 Agreement No. 4878 EXHIBIT "B" OCCUPATIONAL SAFETY AND HAZARD EXPOSURE SERVICES If requested by the CITY, VITAL may provide the following services related to Occupational Safety and Hazard, at an additional fee to be agreed upon between the parties: 1. Hepatitis Vaccinations, Influenza Vaccinations and Tetanus Vaccinations 2. OSHA Respiratory Protection Compliance Training 3. X -Ray's and MRI's 4. Post Hazard Exposure Lab Testing (Includes Source Patient and Employee Counseling, Laboratory Testing and 24 Hour Follow -up) 12