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04-20-2021 - AGENDA ITEM 07 CONSIDERATION OF AMENDMENT TO AGREEMENT WITH VITAL MEDICAL SERVICES, LLC FOR COVID-19 SCREENING SERVICESAGENDA ITEM NO. 7 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: April 20, 2021 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF AMENDMENT TO AGREEMENT WITH VITAL MEDICAL SERVICES, LLC FOR COVID-19 SCREENING SERVICES RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to negotiate and execute an amendment to the agreement with Vital Medical Services, LLC to provide for COVID-19 screening services increasing the maximum compensation to $40,000. BACKGROUND: On March 17, 2020, the City Council adopted Resolution 2020-19, ratifying Proclamation 2020-01 declaring existence of a Local Emergency, which was issued by the City Manager acting in the capacity of Director of Emergency Services. The local emergency is due to the novel coronavirus (COVID-19) pandemic. Due to the pandemic, it has been important and necessary to have an ongoing COVID-19 testing program for City employees to ensure the safety of City employees and their families. DISCUSSION: The City Manager approved an agreement with Vital Medical Services, LLC ("Vital Medical") in the amount of $20,000 for COVID-19 screening services for City employees. Vital Medical has been providing such services since July 2020. Due to the ongoing need for COVID-19 screening services, staff is requesting City Council authorization to increase Vital Medical's compensation by $20,000, increasing Vital Medical's maximum compensation to $40,000. LEGAL REVIEW: The City Attorney's Office has reviewed the amendment and approved it as to form. Prepared by: Helen Tran, Director of Human Resources/Risk Management Department limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. Architects' and engineers' coverage shall be endorsed to Include contractual Ilability. If the policy Is written as a "claims mad&' policy, the relroactivity dale shall he prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability Insurance during the life of this Agreement and for five (5) years after completion of Ilia work hereunder. If coverage Is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant malntains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available Insurance proceeds In excess of the specified minimum limits of Insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and Its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional Insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to Its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City, (c) Primary Coverage: The Consultant's insurance coverage shall be primary Insurance as respects the City of West Covina, Its officers, officials, agents, employees, and volunteers. Any other Insurance maintained by the City of West Covina shall be excess and not contributing with the Insurance provided by this policy. (d) Waiver of SLibrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such Insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the Insurer. (a) Coverage Not Affected: Any failure to comply with The reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately, The Consultant's Insurance shall apply separately to each insured against whom claim is made or suit Is brought, vital Medical Services, LLC Form Revised April 2020 except with respect to the limils of the insurers liability. 5.3. Deductible or Self Insured elontlon. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved In advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named Insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of Insurance showing the Insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, cedlfied copies of all required Insurance policies, including endorsements required by those specifications, at any time. 5.5. Non -limiting. Nothing In this Section shall be construed as limiting in any way the Indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may Issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided In this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Use of Agents or Assistants. Consultant may subcontract with or otherwise engage third partles ("Subconsultants") that Consultant may deem proper to aid or assist In the proper performance of Consultant's duties. Consultant is as responsible for the performance of Its Subconsultanls as It would be if it had rendered the services Itself. All costs of the tasks performed or the expenses incurred by the Subconsultants are chargeable directly to Consultant. Nothing In this Agreement constitutes or creates a contractual relationship between City and anyone other than Consultant. City acknowledges and understands that, unless otherwise approved In writing by the City, Consultant's Chief Medical Officer (or his or her designee) or a professional medical corporation owned and controlled by such person shall provide all services that constitute the practice of medicine and that certain other licensed professionals, such as physician assistants and phlebotomists, providing services hereunder may be employed or otherwise engaged by Consultant's Chief Medical Officer or a professional medical corporation owned and controlled by such person. Vital Medical Services, LLC Fcrm Ra,lsod April 2020 6A. Ldotieos. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S, mail, it shall be addressed or set forth below and placed In a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery If such communication Is sent by personal delivery; b) at the time of transmission If such communication Is sent by Email; and c) 72 hours after deposit In the U.S. Mall as reflected by the official U.S. postmark If such communication Is sent through regular United States mall. IF TO CONSULTANT: IF TO CITY: Vital Medical Services, LLC City of West Covina 700 North Brand Boulevard, Suite 220 1444 West Garvey Ave. South Glendale, CA 91203 West Covina, CA 91790 Tel: (818) 905-1700 Tel: (626) 939-B450 Email: alex@vllalmedicalservices.com Email: HTran@wastcovina.org Attn: Alex G. Ghazalpour Attn: Helen Tran 6.5 Attorneys' Fees. If litigation Is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of Its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or Interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent Jurisdiction located in Los Angeles County, California. 63, Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without Clty's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of Clty's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, Its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, Its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, Its employees, andlor authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as Its basis the negligence, errors, omissions or misconduct of the Consultant, Its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts lability against the City, Its elected and appointed officials, officers, agents and employees based upon the work performed by the 8 Vital Medical Services, LLC Form Rovir;od April 2020 Consultant, Its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, Its employees, andlor authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or Indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant Is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. 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 agents or employees are In any manner agents or employees of City. Consultant shall secure, at Its sole expense, and he responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consullant and Its officers, agents, and employees, and all business licenses, If any are required, In connection with the services to be performed hereunder. Consultant shall 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 Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker'a compensation laws. City shall have the right to 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 paragraph. 6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or Is determined by a court of competent Jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment In PERS as an employee of the City, Consultant shall Indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or Its employees, agents, or subcontractors, as well as for the payment of any penalties and Interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, slate or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of Its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any Incident of employment by City, including but not limited to eligibility to enroll In PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action Is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperallon which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors In the course of performance of this Agreement, shall be 9 Vital Medical Services, LLC faun Rovleed ApOl 2020 and remain the sole property of City. Consultant agrees that any such documents or Information shall not be made available to any individual or organization without the, prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of Incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall Indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, Including attorneys' fees, arising out of or resulting from Clty's use of such documents for other prof eels not contemplated by Ihls Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, Information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright In such documents. 6,13, Eloclronle Safeguards. Consultant shall Identify reasonably foreseeable internal and external risks to the privacy and security of personal Information that could result In the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and Information security awareness training In place to control reasonably foreseeable Internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economlc Interest Statement. Consultant hereby.acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant Is designated In said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6,15. Conflict of Interest. Consultant and Its officers, employees, associates and subeonsultonts, If any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section B1000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest In, or shall acquire any Interest, directly or indirectly, which will conflict In any manner or degree with the performance of the services hereunder, including In any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shell be used by Consultant as an officer, employee, agent, or subconsultent. Consultant further covenants that Consultant has not contracted with nor Is performing any services, directly or Indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property In the City and further covenants and agrees that Consultant andfor Its subconsultants shall provide no service or enter Into any agreement or agreements with a/any developer(s) and/or property owner(s) andfor firm($) andlor parinershlp(s) owning property In the City prior to the completion of the work under this Agreement. 6,16, Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is In effect. 6.17. Order of Precedence. in the event of an Inconsistency In this Agreement and any of the attached Exhibits, the terms set forth In this Agreement shall prevail, If, and to the extent this Agreement Incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement, Nevertheless, If there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. Vital Medical Services, LLC Form Revised April 2020 6.18. Coss. Each party shall bear its own costs and fees Incurred in the preparation and negotiation of this Agreement and In the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or Incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are Included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not In any way affect the meaning or interpretation of this Agreement. 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6,22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be doomed a waiver of those rights l6requlre such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver Is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severabllily. If any provision of this Agreement is determined by a court of competent Jurisdiction to be unenforceable In any circumstance, such determination shall not affect the validity or enforceability of lice remaining terns and provisions hereof or of the offending provision in anyother circumstance. Notwithstanding the foregoing, If the value of lhisAgreement, based upon the substantial benefit of the bargain for any party, Is materially Impaired, which determination made by the presiding court or arbitrator of competent Jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6,24. Counterparts and Electronic Signatures. This Agreement may be executed In one or more counterparts, each of which shall be deemed an original, All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, small or other electronic means and have the same legal effect as If they were original signatures. 6.25. Corporate Authority. Tire persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpayer Identification Number. Consultant shall provide City with a complete Request for Taxpayer identification Number and Certifioation. Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS.] Vital Medical Sorvlces, LLC Form RoAsod April 2020 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation ©n Date: David Carmany City Manager CONSULTANT Armfin Vartanian President Alex G. Ghazalpbur Chief Operating Officer ATTEST. 11 U Lisa Sher Assislan CI Clerk APPROVE S F M: Tho/maa/ e City Attorney 2 .N•zl Date: V V/I1 -'?rZV Date: 121 bl 12d20 Date: aZ 2- APPROVED AS TO INSURANCE: ! Helen Human Resources and Risk Management Director 12 Form Revised Apr112020 Vital Medical Services, LLC EXHIBIT A SCOPE OF SERVICES Provide testing services, Including source testing, and counseling for occupational exposures to communicable diseases, Including COVID-19, in conformity with Clty's policies and applicable laws and regulations. EXHIBIT B FEE SCHEDULE The rate for communicable disease testing (including COVID-19) Is up to One Thousand Eighty - Fight and 001100 Dollars ($1,088.00) per porson tested (e.g., City police officer, City employee)." Fiscal Impact FISCAL IMPACT: Account No. to be used - 110.14.1410.6110 Professional Services Attachments Attachment No. 1 - Vital Medical Services PSA Amendment Attachment No. 2 - Vital Medical Services PSA Executed CITY Achieve Fiscal Sustainability and Financial Stability COUNCIL Respond to the Global COVID-19 Pandemic GOALS & OBJECTIVES: ATTACHMENT NO. 1 FIRST AMENDMENT TO CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH VITAL MEDICAL SERVICES, LLC FOR COVID-19 SCREENING THIS FIRST AMENDMENT ("Amendment") is made and entered into as of April 20, 2021 ("Effective Date") by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and VITAL MEDICAL SERVICES, LLC, a California limited liability company ("Consultant"). WHEREAS, City and Consultant entered into a Professional Services Agreement dated July 11, 2020 for Consultant to provide COVID-19 screening services ("Original Agreement"); and WHEREAS, the City requires more COVID-19 screening services than initially contemplated; and WHEREAS, City desires to modify Consultant's maximum compensation accordingly. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Section 2.1 of the Original Agreement shall be amended to reflect that Consultant's total compensation shall not exceed Forty Thousand Dollars ($40,000.00). All terms not defined herein shall have the same meaning and use as set forth in the Original Agreement. All other terms, conditions, and provisions of the Original Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, City and Consultant have executed this Amendment as of the date set forth above. CITY OF WEST COVINA CONSULTANT David Carmany Armen Vartanian City Manager President ATTEST Alex G. Ghazalpour Chief Operating Officer Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM: Thomas P. Duarte City Attorney Vital Medical Services, LLC Form Revised April 2020 /_ail►_ .11 i14ki Ill 9kiNw, CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH VITAL MEDICAL SERVICES, LLC FOR COVID-19 SCREENING THIS AGREEMENT Is made and entered Into as of the 111h day of July, 2020 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and VITAL MEDICAL SERVICES, LLC, a California limited liability company ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an Independent contractor to City to provide COVID-19 screening services, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that If Consultant Is required to but does not yet hold a City business license, It will promptly obtain a business license and will not provide services to the City until It has done so; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit'A" and desire to set forth [heir rights, duties and liabilities In connection with the services to be performed; and D. WHEREAS, no offelal or employee of City has a financial Interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and E. WHEREAS, the parties Intend and desire that this Agreement be effective retroactive to the Effective Dale, NOW, THEREFORE, for and In consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0, SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shell be provided by personnel experienced In their respective fields and In a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it Is familiar with all laws that may affect Its performance of this Agreement and shall advise City of any changes In any laws that may affect Consultant's performance of this Agreement. Consultant shall keep Itself Informed of State and Federal laws and regulations which In any manner affect those employed by it or In any way affect the performance of Its service pursuant to this Agreement. The Consultant shall at all times 1 Vital Medical Services, LLC Faml R-1-d April 2020 observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result offallure of the Consultant to comply with this soction. 1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her deslgnee. If the quality of work Is not satisfactory, City In its discretion has Ilto right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until It is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty Consultant warrants that It shall perform the services required by this Agreement In compliance with all applicable Federal and California employment laws, Including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage In, nor permit Its agents to engage In, discrimination In employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender Identlly, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non-Fxglusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have Its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant In ilia course of their duties may have access to financial, accounting, statistical, and personnel data of private Individuals and employees of City. Consultant covenants that all data, documents, discussion, or other Information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be dlsclosed by Consultant without written authorization by City. City shall grant such authorization If disclosure Is required by law. All City data shall be retumed to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement, 1.6 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, Information and data, Including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 of seq.). Exceptions to public disclosure may be those documents or Information that qualify as trade secrets, as that term Is defined In California Government Code Section 6254.7. and of which 2 Vital Medical Servloos, LLC Form Revised April 2020 Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by It that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret Including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid In accordance with the fee schedule set forth In Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall not exceed Twenty Thousand Dollars ($20,000.00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the Scope of Services specified unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request In writing additional services that Increase the Scope of Services, an additional fee based upon the Consultant's standard procedure rates shall be paid to the Consultant for such additional services. Such Increase In additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Depadment Head or City Manager Is authorized to approve a Change Order for such additional services. 2.3. Method of Billinq. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said Invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe In detail the services performed, the dale of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services' and shall Identify the number of the authorized change order, where applicable, on all Invoices. 2.4. Records and Audits. Records of Consullanl's services relating to this Agreement shall be maintained In accordance with generally recognized accounting principles and shall be made available to City for Inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 34. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement Failure to commence work In a timely manner and/or diligently pursue work to completion may be grounds Tor termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of per(ormance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a parry. If a delay beyond the control of the Consultant Is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. 3 Vital Medical Services. LLC Form Revleed Aprll 2020 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall be effective retroactive to the Effective Date and continue for a period of one (1) year, ending on July 10, 2021, unless previously terminated as provided herein or as otherwise agreed to In writing by the parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which It may be entitled to at law, In equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, In equity, or under this Agreement, Immediately upon service of written notice of termination on the Consultant, If the letter should: a. Be adjudged a bankrupt; b. Become Insolvent or have a receiver of its assets or property appointed because of Insolvency; C. Make a general assignment for the benefit of creditors; d. Default In the performance or any obligation or payment of any Indebtedness under [his Agreement; e. Suffer anyjudgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or f. Institute or suffer to be Instituted any procedures for reorganization or rearrangement of Its affairs. 4,3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs Incurred and professional services satisfactorily performed up to and Including the effective dale of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final Invoice of the Consultant, whichever occurs last. Compensation for work In progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth heroin. 4A. Data. At the City's request, Consultant shall provide City with copies or originals 4 Vital Medical Services, LLC Form Revised Apol 2020 of all data that Consultant generates, uses, collects, or stores in relation to all work associated with this Agreement. Data that Consultant generates, uses, collects, stores, or provides must be In a form acceptable to, and agreed upon by. City. 5,0. INSURANCE 5.1. Minimum Scope and Limits of Insurance, Consultant shall obtain, maintain, and keep In full force and effect during the life of this Agreement all of the following minimum scope of Insurance coverages with an Insurance company authorized to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, Including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal Injury or bodily Injury with a policy limit of not less than Two Million Dollars ($2,000,000.01)), combined single limits, per occurrence. If such Insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (a) Workers' compensation Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from Its workers` compensation insurer waiving subrogallon rights under its workers' compensation Insurance policy against the City, Its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of Its subcontractors, if any, to do likewise under their workers' compensation Insurance policies. By execution of this Agreement, the Consultant certifies as follows: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be Insured against liability of Workers' Compensation or to undertake self -Insurance before commencing any of the work, The Consultant shall also comply with Section 380D of the Labor Code by securing, paying for and maintaining In full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("ERO") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single Vital Medical Services, LLC form ROVInd ApHl 2020