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CONTRACT 4878C Amendment CLOSEDAgreement No. 4878C THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT NO. 4878 BETWEEN THE CITY OF EL SEGUNDO AND VITAL MEDICAL SERVICES, LLC THIS THIRD AMENDMENT ("Amendment") is made and entered into this IcIday of September, 2019, by and between CITY OF EL SEGUNDO, a general law city and municipal corporation existing under the laws of California ("CITY"), and VITAL MEDICAL SERVICES, LLC, a California limited liability company ("CONSULTANT"). The parties agree as follows: 1. Pursuant to Section 9.4 of Agreement No. 4878 ("Agreement"), as amended, the parties desire to add the scope of services and additional terms attached as Exhibit "A" to the Agreement, which is incorporated herein by this reference. The CITY agrees to pay the amounts listed in Exhibit A pursuant to the terms of the Agreement. The CITY further desires to increase the not -to -exceed amount of the Agreement by $20,000 per year, so that the new, not -to -exceed amount is $50,000 per fiscal year. 2. The parties desire for this Amendment to take effect on October 1, 2019 and, consistent with Section 4.1 of the Agreement, the term will continue for one (1) year thereafter, and automatically renew for successive one (1) year terms, unless either party provides the other party with written notice of its intention not to renew at least thirty (30) days before the date the Agreement would otherwise renew. 3. In the event of a conflict between the Agreement, as amended, and the terms of this Amendment, this Amendment shall control. 4. This Amendment may be executed in any number of counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 5. Except as modified by this Amendment, all other terms and conditions of the Agreement will remain the same. [SIGNATURES ON NEXT PAGE] Agreement No. 4878C IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. CITY OF EL SEGUNDO, VITAL MEDICAL SERVICES, LLC a gen I law city, a California limited liability company Sc t itnick, Alex G. Ghazalpour City Manager Chief Operating Officer ATTEST. Tracy eaver, Armen Vartanian City Clerk Managing Director APPROVED AS TO FORM: Taxpayer ID No.: 46-1055770 Y�Pi Exhibit "A" 1.0 SERVICES Agreement No. 4878C (A) CONSULTANT shall provide the following Services upon CITY's request: (1) Perform medical screening evaluations on an Arrestee to determine if the Arrestee is healthy enough to be discharged to the City's Police Department for booking and placement in the EI Segundo City Jail. A CITY police officer or other authorized representative of CITY shall be present at all times during all medical screening evaluations. The assessment of an arrestee's medical condition shall be solely determined by the appropriate medical personnel engaged by CONSULTANT. CITY shall bear no responsibility or liability for injuries or damages which occur as a result of this assessment. Up to four (4) medical screening evaluations per month are included in the Scope of Work. (2) Perform blood withdrawals in a medically approved manner in connection with driving under the influence (DUI) investigations, DUI saturation operations, and DUI checkpoints. Up to seven (7) blood withdrawals per month are included in the Scope of Work. (3) Procedures Overage. In the event medical screening evaluations or blood withdrawal procedures exceed the total number of procedures authorized herein, CONSULTANT will bill the CITY as follows: • $168.00 per blood withdrawal • $495.00 per medical screening evaluation (4) CONSULTANT shall use approved Los Angeles County Sheriffs Department Crime Laboratory vials for blood withdrawals. Said vials will be provided by CITY. (5) 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 EI Segundo City Jail. With CITY's prior approval, CONSULTANT may purchase prescription medications to have on hand at the Jail for use in the event they are medically necessary for an Arrestee or CITY employee. CONSULTANT will bill the CITY at its cost for such prescription medications. 3 Agreement No. 4878C (6) Provide services for reasonable suspicion drug and alcohol testing in conformity with CITY's policies on an as needed basis at an additional cost of $300.00 per test. (7) Provide testing services and counseling for occupational exposures to communicable diseases, including source testing, in conformity with CITY's policies and applicable laws and regulations. CONSULTANT's rate for communicable disease testing is $995.00 per person tested (e.g., CITY police officer, CITY employee, Arrestee). The rate for this service is additional fee. (8) At times and locations agreed to in advance, CONSULTANT will attend EI Segundo Police Department briefings at no additional charge. (9) On an "as needed" basis, and upon advance notice from the CITY's Chief of Police or his authorized representative, which notice is reasonable under the circumstances, provide appropriately licensed and trained medical personnel at CITY sponsored events, emergencies at CITY facilities or other locations where CITY sponsored events or emergencies are occurring or with respect to which the CITY is otherwise engaged (collectively, the "Events"), including the provision of the appropriate level of medical services to members of the public at any such Events. Although the CITY may request the level of personnel it wishes CONSULTANT to provide at any such Events, the determination of the appropriate level of personnel shall be made by appropriate medical personnel (e.g. CONSULTANT's Chief Medical Officer) engaged by CONSULTANT. The fee for such service shall not exceed the hourly rate of $120.00 per personnel as requested by the Chief of Police. (10) Provide Nasal Narcan Program Administration which includes: • Medical Director oversight for Nasal Naloxone (Narcan) administration • Nasal Naloxone (Narcan) Education and Training • Creation of a comprehensive curriculum in accordance with the manufacturer's suggested training recommendation for a 1 -hour training course to be required for officers who deploy with Naloxone kits. The course will include instruction, demonstrations, competency skills and demonstrative examination. • Nasal Naloxone (Narcan) Program Oversight and Implementation • Nasal Naloxone (Narcan) Customized Policy Development and Implementation (11) Provide Automated External Defibrillator Administration and program oversight which includes: 4 Agreement No. 4878C • Medical Director oversight for (AED) administration • AED Education and Training • Creation of a comprehensive curriculum in accordance with the manufacturer's suggested training recommendation for training course to be required for officers who deploy with AED's. The course will include instruction, demonstrations, competency skills and demonstrative examination. • AED Program Oversight and Implementation • AED Customized Policy Development and Implementation • Data Collection and QA/QI Reporting Requirements per LA County EMS agency requirements. • Annual AED Preventative Maintenance (B) If CONSULTANT believes that an Arrestee needs a more in-depth procedure or test, CONSULTANT shall inform CITY so the CITY may determine appropriate action to be taken including releasing an Arrestee from custody and/or transferring an Arrestee to the custody of another appropriate law enforcement agency and/or appropriate medical facility. For purposes of this Scope of Work, "Arrestee" means a person who has been arrested and is in the custody of the EI Segundo Police Department. (C) CONSULTANT shall be responsible for providing all necessary medical and other equipment and supplies, except for blood draw vials, in order for it to provide the services described in Section 1.1(A). 1.2. Written Authorization. (A) CONSULTANT shall not make changes in the Scope of Work, perform any additional work, or provide any additional material, without first obtaining written authorization from CITY. If CONSULTANT provides additional services or materials without written authorization, or if CONSULTANT exceeds the not -to -exceed maximum cost of this Agreement, CONSULTANT proceeds at CONSULTANTs own risk and without payment. (B) CITY will authorize CONSULTANT to proceed with discreet tasks by issuing written Task Orders. Receipt of a written Task Order, signed by CITY's Project Manager, is a prerequisite for CONSULTANT to proceed with each task. In performing each phase or task, CONSULTANT shall not exceed the maximum cost of this Agreement. Issuance of a Task Order neither authorizes CONSULTANT to incur expenditures in excess of the Maximum Cost, nor relieves CONSULTANT from its responsibility for completing all of the Services within the Maximum Cost. Agreement No. 4878C 2.0 PERSONNEL 2.1. Prject Manaaernent, Each PARTY shall appoint a Project Manager. The Project Managers shall meet as needed to coordinate, review, and ensure CONSULTANT's performance under this Agreement. CITY's Project Manager will oversee the administration of CONSULTANT's tasks under this Agreement. CONSULTANT shall prepare and submit to CITY's Project Manager monthly reports which detail information regarding Services provided, including but not limited to number of blood draws performed, number of medical screening evaluations performed, CONSULTANT'S personnel involved, disposition of Arrestee, the number and type of other Services performed pursuant to this Agreement, and other information as reasonably requested by CITY. 2.2. Key Personnel. CONSULTANT's project team shall work under the direction of Angelique Campen, M.D., Chief Medical Officer and Alex G. Ghazalpour, Chief Operating Officer. CONSULTANT shall minimize changes to its key personnel. CITY may request key personnel changes, and CITY may review and approve key personnel changes proposed by CONSULTANT. CITY will not unreasonably withhold approval of key personnel assignments and changes. 2.2.1 CONSULTANT shall maintain a current list with the names, titles, and qualifications of its personnel who provide services under this Agreement. At any time, upon CITY's request, CONSULTANT shall furnish that list to the Chief of Police or a designee. 3.0 PAYMENT 3.1. For services to be rendered under this Agreement, CONSULTANT shall be entitled during the initial term to a fee payable in equal monthly installments of Four Thousand One Hundred and Fifty Dollars ($4,150.00) commencing on October 1st, 2019. The monthly installment payments are due on the first day of the month of service. CONSULTANT will submit monthly invoices to the CITY. (A) If the CITY exercises its option to renew this Agreement after the initial term, the amount due to CONSULTANT for the services performed under the Scope of Work will be increased to reflect cost -of -living adjustments. (B) In the event the amount paid to CONSULTANT under this Agreement exceeds $50,000 per fiscal year, this Agreement must be approved by the El Segundo City Council pursuant to EI Segundo Municipal Code section 1-7A-4. C Agreement No. 4878C 3.2 Additional charges as set forth below shall be itemized separately in monthly invoices: (A) Services for reasonable suspicion drug and alcohol testing in conformity with CITY's policies on an as needed basis at the rate of $300.00 per test. (B) Testing services and counseling for occupational exposures to communicable diseases, including source testing, in conformity with CITY's policies and applicable laws and regulations. CONSULTANT's rate for communicable disease testing is $995.00 per person tested (e.g., CITY police officer, CITY employee, Arrestee). (C) Services at CITY Events will be performed at the hourly rate of $120.00. (D) Work performed by CONSULTANT at Office of Traffic Safety (OTS) Saturations and Checkpoints will be billed separately as a fee for service in the amount of $400.00. This fee shall include blood withdrawals performed during a Saturation or Checkpoint event. 3.3. If CITY requires additional work not included in this Agreement, CONSULTANT and CITY shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Agreement. In the event the amount paid to CONSULTANT under this Agreement exceeds $50,000 per fiscal year, this Agreement must be approved by the EI Segundo City Council pursuant to EI Segundo Municipal Code section 1- 7A-4. 3.4 All rates, whether monthly or per procedure, shall be increased at the beginning of each fiscal year in an amount equal to the percentage increase in the Consumer Price Index for All Urban Consumers ("CPI -U") for the Los Angeles -Orange County -Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI -U is not published or available, less food and energy, to the nearest one dollar. 4.0 INSURANCE. 4.1 Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: 7 Agreement No. 4878C Tvoe of Insurance Limits Commercial general liability: $2,000,000 Professional Liability (malpractice) $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement 4.2 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 1185 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 30 days prior written notice to CITY. 4.3 CONSULTANT shall ensure that all healthcare professionals engaged by it to provide services under this Agreement, including without limitation, physician(s) licensed to practice medicine in the State of California, maintain such insurance. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available, with limits of not less than $1 million for each claim and not less than $3 million in the aggregate for the policy year. 4.4 When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of 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 CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. 4.5 Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). 4.6 CONSULTANT 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." 4.7 Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at 8 Agreement No. 4878C CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate.