HomeMy WebLinkAbout2012/03/13 Item 10CITY COUNCIL
AGENDA STATEMENT
mfg. `~I~~
'~'^ C ULA VISTA
MARCH 13, 2012, Item
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE COMPETITIVE FORMAL
BID REQUIREMENT, AUTHORIZING THE POLICE
DEPARTMENT TO CONTRACT WITH VALLEY
HEALTHCARE SYSTEMS INC AND SOUTH COAST
MEDICAL CLINIC AND APPROPRIATING $74,000 TO THE
FISCAL YEAR 2011/2012 POLICE DEPARTMENT BUDGET
FOR JAIL MEDICAL SERVICES
SUBMITTED BY: CHIEF OF POLICE ~~
REVIEWED BY: CITY MANAGE
4/STHS VOTE: YES ~X NO
SUNIMARY
The Police Departrnent has conducted an extensive search of vendors to provide medical
services for the city jail, and is seeking to waive the competitive formal bid requirement and
requesting authorization to contract with Valley Healthcare Systems Inc and South Coast
Medical Clinic.
ENVIRONMENTAL REVIEW
This proposed activity has been reviewed for compliance with the California
Environmental Quality Act (CEQA) and it has been determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines because it will
not result in a physical change in the environment; therefore, pursuant to Section
15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
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MARCH 13, 2012, Item
Page 2 of 4
DISCUSSION
Since December 2006, the Police Department has been contracting with the State of
California Department of Corrections and Rehabilitation (CDCR) for the In Custody
Drug Treatment Program (ICDTP). ICDTP is intended for pazolees who have committed
violations as a result of drug or alcohol related dependency and/or have a need for a
period of confinement and treatment to get their substance abuse under control. The
ICDTP components include a 60-day in-custody, educationally-based drug treatment
program, immediately followed by a mandatory 30-day residential aftercaze treatment
program, which then transitions into a 60-day community-based treatment phase. The
Chula Vista City Jail (CVCJ) was used during the initial 60-day educationally-based
phase. As part of this State contract, the ICDTP inmates could be denied or removed for
significant health issues. Therefore, CVCJ only had to provide minimum "sick call"
nursing services. In June 2011, due to budget constraints, the State ended its ICDTP in
several of its facilities, including CVCJ.
In the spring of 2011, anticipating the loss of the State contract, the Police Department
began a transition to contract with the United States Marshals (USM) to house federal
inmates (all females beginning July 1, 2011). To complete this process and comply with
California State Title 15, CVCJ had to provide a higher level of medical services for the
contract inmates. In addition, the contract with the USM articulated that the local facility
(CVCJ) would provide a full range of basic medical services, including access to a
physician. CDCR and Title 15 also required a Registered Nurse (instead of a Licensed
Vocational Nurse used for ICDTP inmates) as well as a "Responsible Physician" for any
facility housing inmates over 96 hours involuntazily.
In order to comply with both State and USM standards, the Police Department conducted
an extensive search of medical service providers for the city jail. Identifying and
selecting vendors to provide jail medical services was a very lengthy process. Initially it
was very difficult to locate a company that could provide an individual Registered Nurse
(RN) to serve as a jail facility nurse. The Jail Commander reached out to the three largest
providers of medical services for correctional facilities. In each case, the answer was the
same; companies that contract out medical caze services only do so as part of a complete
package. This often involves providing top-down infrastructure that includes
administrators, physicians, nurses, as well as records management. Each indicated that it
was not cost effective to provide a single part-time nurse for a jail facility. Additionally,
none were aware of any companies that provided this minimum level of service. When
reaching out to local hospitals (CV Scripps and CV Sharp), hospital administration was
not interested in contracting out a single nurse to a jail facility for a few hours a week and
expressed concerns of licensing/bonding/insurance costs for the nurse. Furthermore, the
Jail Commander spoke with representatives from the San Diego Sheriffs Facility
Administration Services and explored the idea of contracting out (on an overtime basis)
facility nurses employed by the County. This idea however never materialized, as again
it was difficult to iron out the liability issues involving a County employee working for
the City of Chula Vista.
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MARCH 13, 2012, Item ~~
Page 3 of 4
During the search process, the Jail Commander eventually discovered Valley Healthcare
Systems Inc. This company provides contract nursing services to hospital facilities and
other medical caze providers to supplement existing staffing. The company would place
RNs into existing medical care infrastructures as temporary workers ("Travelling
Nurses"). For the city jail, the company was willing to provide a single RN on an hourly
basis for a fee that would cover all employee costs (including insurance and benefits).
Again, this was unusual for the company, who made an exception to meet CVCJ's
specific needs.
Simultaneous to the search for a facility nurse, the Jail Commander was working to
negotiate a contract with South Coast Medical Clinic to meet the "Responsible
Physician" requirements for the city jail. Dr. Alex K. Han, the founder and lead
physician for South Coast Medical Clinic, (or other primary physician representing South
Coast Medical Clinic) assumed the role of the "Responsible Physician." South Coast
Medical Clinic was already providing medical services for CVCJ through an existing
contract with USM. CVCJ was transporting USM inmates there on a regulaz basis for
any "outside" medical care pre-approved for payment by USM. The USM contract states
that the local facility will provide basic medical services, but any significant or extensive
medical needs would be covered by the USM and handled by an "outside" medical care
provider. Since there aze significant security concerns with transporting inmates to
another facility, and since CVCJ was already working closely with the South Coast
Medical Clinic, the Jail Commander wanted to utilize the same clinic for all "inside" and
"outside" medical care. Dr. Han agreed as part of the contract with CVCJ to work
closely with the facility nurse in providing medical services and assume the duties of the
Responsible Physician as outlined in Title 15 and CDCR Standazds.
In conclusion, the search to find apart-time Registered Nurse and a Responsible
Physician for the city jail was quite extensive. Both Valley Healthcare Systems Inc and
South Coast Medical Clinic made exceptions to their existing practice to meet CVCJ's
unique needs. In fact, in an effort to explore what peer jail facilities throughout the State
were doing to meet this need, the Jail Commander could not find another similaz-sized
jail facility that was providing a full range of medical services to contract inmates
(operating as a Type II). All other Type II facilities were large enough to employ full
time medical staff (several hundred to several thousand inmates).
The Police Department is requesting to waive the competitive formal bid requirement and
authorization to contract with Valley Healthcare Systems Inc and South Coast Medical
Clinic for jail medical services. These two vendors aze currently providing services to
the jail in acost-efficient and effective manner. After the extensive survey of medical
service providers, there aze no other providers that match their fees. City interests are
materially better served from continuing with these current service providers and the
Purchasing Agent has reviewed the solicitations undertaken by the Jail Commander and
has approved this process.
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MARCH 13, 2012, Item l0
Page 4 of 4
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulations section 18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
Approval of this resolution will result in an appropriation of $74,000 to the supplies and
services category of the Police Department budget for jail medical services. The
revenues received from the United States Marshals agreement will completely offset
these costs, resulting in no net fiscal impact to the General Fund.
ONGOING FISCAL IMPACT
The $74,000 appropriation will be incorporated in the fiscal year 2012/2013 proposed
budget and be considered as part of the normal budget process. No net fiscal impact
results from this action.
ATTACHMENTS
(1) Agreement with Valley Healthcare Systems Inc
(2) Agreement with South Coast Medical Clinic
Prepared by: Fritz Reber, Police Lieutenant, Police Department
10-4
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE COMPETITIVE FORMAL BID
REQUIREMENT, AUTHORIZING THE POLICE
DEPARTMENT TO CONTRACT WITH VALLEY
HEALTHCARE SYSTEMS INC AND SOUTH COAST
MEDICAL CLINIC AND APPROPRIATING $74,000 TO THE
FISCAL YEAR 2011/2012 POLICE DEPARTMENT BUDGET
FOR JAIL MEDICAL SERVICES
WHEREAS, on July 1, 2011, the Chula Vista City Jail transitioned from the State of
California's In Custody Drug Treatment Program to contract with the United States Marshals
Service to house federal female inmates; and
WHEREAS, this transition from state inmates to federal inmates required a higher level
of medical services for the inmates; and
WHEREAS, the Califomia Department of Corrections and Rehabilitation and Title 15
requires a Registered Nurse as well as a "Responsible Physician" for any facility housing
inmates over 96 hours involuntarily; and
WHEREAS, the Jail Commander conducted an extensive seazch of medical service
providers to meet the Califomia Department of Corrections and Rehabilitation and Title 15
requirements; and
WHEREAS, the Police Department is requesting to waive the competitive formal bid
requirement and authorization to contract with Valley Healthcaze Systems Inc and South Coast
Medical Clinic forjail medical services; and
WHEREAS, City interests are materially better served from continuing with these current
service providers and the Purchasing Agent has reviewed the solicitations undertaken by the Jail
Commander and has approved this process.
NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista
does hereby waive the competitive formal bid process, authorize the Police Department to
contract with Valley Healthcaze Systems Inc and South Coast Medical Clinic, and appropriate
$74,000 to the supplies and services category of the fiscal year 2011/2012 Police Department
budget for jail medical services.
Presented by: Approved as to form by:
David Bejarano
Police Chief
~~/C. Vii' ~. ~ fv~z7
Glen R. Go~ins
City Attorney
10-5
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Glen R. Googins
City Attorney
Dated: ~ - ~ - ~
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA, AND
VALLEY HEALTHCARE SYSTEMS, INC.
TO PROVIDE MEDICAL SERVICES TO THE CITY JAIL
10-6
Agreement between
City of Chula Vista
and
Valley Healthcare Systems Inc.,
To Provide Medical Services to the City Jail
This agreement (Agreement), dated 3/13/2012 for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A to
this Agreement (Exhibit A), Paragraph 1, is between the City-related entity whose name and
business form is indicated on Exhibit A, Pazagraph 2, (City), and the entity whose name,
business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, the Police Department, it operation of its jail facility, requires the scheduled
availability of a Registered Nurse (RN), or those of similar or greater health care credential, to
provide medication inventory and medical evaluations of those incarcerated in the jail facility;
and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
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Two Party Agreement Between Cary of Chula Pisa and Malley Healthcare Systems !ne
to Provide Medical Services to the City Jail
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OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 (General Duties).
2. Scone of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. Reductions in Scope of Work. City may independently, or upon request from
Consultant, from time to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with the reduction.
b. Additional Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services (Additional Services), and upon doing so in writing, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standazd of Caze. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, if is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standazds, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standazds,
or the willful misconduct of the Consultant or its subcontractors.
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Two Parry Ao Bement Between City of Chula Pesda and Malley Fleadthcare Systems Inc
to Provide 1Yledical Services to the City Jai[ 1 0 _ 8
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessazy, amend or
terminate this Agreement, or portions of it, expeditiously.
Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. hi addition, if a subcontractor is expected to fixlfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
a WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
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Two Party dgreemen[ Between City ojChula ['ista and Yal[ey Healthcare Systems Ine.
to Provide Medico[ Services to the City hai[
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i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
ap licable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each em loyee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers aze to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly sepazate from the insurance of the
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Two Party Agreement Between City ojChu[a Puta and !'a[[ey Healthcare Systems lnc
to Provide iNedical Services to the Clty /ail
~Q-~~
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the .City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
a Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of Califomia List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section I.C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
Page 5
Twa Party Agreement Between Ciry ajChu(a Vista and Ya[ley Hea[t6care Systems Inc
to Provide Mediea( Services to the City Tai! I O _ 1 1
or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish sepazate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obli>~ations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
1. Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subpazagraph entitled "Performance
Bond"), then Consultant shall provide to the City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Depaztment of Treasury Circular 570,
http•//wwtiv.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Pazagraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mazk in the paeenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
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Two Parry As Bement Between City ojCha[a Vista and vallry Healthcare Systems Ine
to Provide Medical Services to the City Jai( 1 ~ - ~ 2
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing
compensation relationship indicated by a "checkmark" next to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A, Paragraph 11.
2. Supporting Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) arising cut of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater. than would have
resulted if there were no such. negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
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Two Party Agreement Between City njChu[a Yuta and Palley Healthcare Systems Inc
to Provide Medical Services to the City Jail
10-13
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Payment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City.will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
Consultant is Desi;?nated as an FPPC Filer. If Consultant is designated on Exhibit A,
Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
Search to Determine Economic Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which would conflict with Consultant's duties under this Agreement.
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Two Party Agreement Between City of Chula Vuta and Pa[[ey Healthcare Systems Ine
to Provide ~Nedica[ Services to fhe Ctty Jail
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4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflicting Interests. Regazdless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Snecific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Pazagraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that may be in conflict. with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to amve at a reasonable
amount to compensate for delay.
Page 9
Two Party Agreement Between City of Chula Pasta and Palley Heallhcare Systems Inc
to Provide Medical Services to the City 7ai1
10-15
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors azising out of or in connection with the
Page 10
Two Party Ap Bement Behveen City ojChula Puta and Palley Healthcare Systems Inc
[o Provide Medico[ Services to the City /ai[
10-16
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections A.1. and'A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VL TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant-shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination..In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
Page 11
Two Party Agreement Between City ojCha[a ['ista and Yal[ey Healthcare Systems !ne
to Provide Medievl Services !o the City Jail 1 O _ 1 7
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this pazagraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation azising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
Page 12
Two Parry Ae Bement Between City of Chula Ysta and ~a[ley Healthcare Systemr Ine
to Provide Medical Services to the Ciry Jail 1 0 _ 1 a
1. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Permitted Subconsultants."
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees aze entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regard to them.
1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that its agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
Page 13
Two Party Agreement Between City ojChafa Prs[a and Yaf[ey Healthcare Systems Inc
fo Provide Medical Services to the Ciry Jall
10-19
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or
participates in the prepazation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
prepazation of the report or document.
I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is mazked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals are licensed real estate brokers or salespersons.
Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business fox each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or dischazged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
Page 14
Two Party Agreement Between City of Chula ['uta and Va[ley Healthcare Systems Ine
to Pravdde ~YJeddeal Services to the CYry Jatl 1 [] _ 2 O
M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
(End of page. Neat page is signature page.)
Page 15
Two Parry Agreement Between City of Cha[a Vista and Yal[ey Healthcare Systems lnc
tv Provide Medical Services to the ClN Jail
10-21
Signature Page
to
Agreement between
City of Chula Vista and
Valley Healthcare Systems Inc.,
To Provide Medical Services to the City Jail
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City of Chula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Dated: S - ~ ~ ( 2
Valley Healthcare Systems Inc.
By --b--
Tim Coxen, President
Exhibit List to Agreement (X) Exhibit A.
Page 16
Two Party Agreement Between Ciry oJCha[a Puta and ~aQry Healthcare Systems Inc
to Provide.btedica[Servkes to the Cify Jail ~ 0 - 2 2
Exhibit A
to
Agreement between
City of Chula Vista
and
Valley Healthcare Systems Inc.
1: Effective Date of Agreement: Date Last Executed by Parties
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
Valley Healthcare Systems Inc.
5. Business Form of Consultant:
( )Sole Proprietorship
( )Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
1401 El Camino Avenue # 510
Sacramento, CA 95815
Telephone : (800) 953-0508
Fax:(916)674-1354
7. General Duties:
Medical services to city jail inmates
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
At the request of the Police Department, and/or on regularly scheduled days mutually
agreed upon by the Jail Commander and the Registered Nurse, with a minimum of two
days per week, Valley Healthcare Systems Inc. will provide at the city's jail facility, a
Registered Nurse or licensed health care provider with similaz or greater professional
credentials, to provide medication inventory and medical evaluations for those
incarcerated in the jail facility.
Page 17
Two Party Agreement Behveen City ajCkula Prsta and !'a[!ey Healthcare Systems Ine.
tv Pravide:Nedicaf Services to tke Ciry Jail
10-23
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
OOther:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1: Medication inventory and medical evaluations shall be delivered at the
request of the Police Department during the term of this Agreement.
D. Date for completion of all Consultant services: The initial term of this Agreement shall
end on June 30, 2013 ("Initial Term"). By mutual written agreement of both parties, the
term of this Agreement may be renewed for additional 5 (five) one-year periods.
9. Materials Required to be Supplied by City to Consultant: None.
10. Compensation:
(X) Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following terms and conditions:
(1) (X)Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $68.00 per hour, including all
Materials, and other "reimbursables" (Maximum Compensation).
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
(X)None, the compensation includes all costs.
12. Contract Administrators:
City: David Bejazano, Chief of Police
Chula Vista Police Department
Page 18
Two Parry Agreement Between City ojChu[a Vista and Yal[ey Healthcare Systems Inc.
to Provide Medicd Services to the Clty Iai1 ~ Q - Q 4
315 Fourth Avenue
Chula Vista, CA 91910
(619)691-5150
Consultant: Tim Coxen, President
Valley Healthcare Systems Inc.
1401 El Camino Avenue #510
Sacramento, CA 95815
(800)953-0508
13. Liquidated Damages Rate: None.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
(X)Not Applicable. Not an FPPC Filer.
15. OConsultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants: None.
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(X) Monthly
()Quarterly
OOther: _
B. Day of the Period for submission of Consultant's Billing:
(X)First of the Month
() ISth Day of each Month
OEnd of the Month
OOther:
C. City's Account Number: 14450-6501
18. Security for Performance: None required
Page 19
Twa Party Agreemers[ Be[ween City ajCha[a Vista and valley Healthcare Systems Inc
to Provide,Ytedicd Services to the City /ai[
10-25
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~~~a~~~~
Glen R. Googins
City Attorney
Dated: J~ ~ ~ - ~
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA, AND
SOUTH COAST MEDICAL CLINIC
TO PROVIDE MEDICAL SERVICES TO THE CITY JAIL
10-26
Agreement between
City of Chula Vista
and
South Coast Medical Clinic,
To Provide Medical Services to the City Jail
This agreement (Agreement), dated 3/13/2012 for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A to
this Agreement (Exhibit A), Paragraph 1, is between the City-related entity whose name and
business form is indicated on Exhibit A, Pazagraph 2, (City), and the entity whose name,
business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, the Police Departrnent, it operation of its jail facility, requires a
"Responsible Physician" and the ability to send inmates to an off-site location or routine medical
evaluations; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
Page 1
Two Party Agreement Be[ween City of Chula Prsta and Sauth Caast Medical Clinic
to Provide ~Yfedica[ Services to the City Jaid l O _ 2 7
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General.
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 (General Duties).
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Pazagraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. Reductions in Scope of Work. .City may independently, or upon request from
Consultant, from time to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with the reduction.
b. Additional Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services (Additional Services), and upon doing so in writing, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standards, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standards,
or the willful misconduct of the Consultant or its subcontractors.
Page 2
Two Party Agreement Between City ajChula Pinta and South Coast Medical Cdinic
to Provide ~Yledica[ Services to the Ciry Jai( ~ Q- 2 8
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carves out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
a WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits nn less than those
included in the table below:
Page 3
Two Parry Agreement Between City oJChuta G-csta and Soutk Coast Medical Clinic
to Provide Medical Services to the City Jail 1 O _ 2 9
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
ap licable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each em loyee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
Page 4
Two P¢rty Ae Bement Between Gry of Chula Puta and Soutk Coast Medical G[aie
to Provide Medical Services to the City Jai[ 1 0 _ 3 0
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the-term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
.amendatory endorsements effecting coverage required by Section I.C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
Page 5
Two Party Agreement Between City ajChula Vu[a and South Caast Medical Clinic
to Provide Medical Services to [he City Jail 1 O _ 3 1
or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish sepazate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
1. Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Consultant shall provide to the City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
http•//www fms.treas.eov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manageror City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated hi the space adjacent to the term,
"Letter of Credit," in Exhibit A, Pazagraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mazk in the parenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
Page 6
Two Party Agreement Behveen City ojChula t~usta and South Coast Medical Clinic
to Provide Medical Services to the City Jail 1 O _ 3 2
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consuttafion and Cooperafion. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Pazagraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Following Receipt of Bi11inQ. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Pazagraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing
compensation relationship indicated by a "checkmazk" next to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A, Pazagraph 11.
2. Supvorting Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be chazged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) azising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater. than would have
resulted if there were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
Page 7
Twa Party Agreemen[ Between Ciry ajChula Visa and Sou[h Coast Medical Clinic
to Provide Medical Services to the Ciry Jail 10- 3 3
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Payment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City fmal decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the.
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A,
Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which would conflict with Consultant's duties under this Agreement.
Page 8
Twa Parry.4greement Between City ojChula fr(Sia and Soufh Cortst Medical Clinic
to Provide Medical Services fo the Clty Jaid ~ 0 - 3 4
4. Promise Not to Acquire Conflictine Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the writtespermission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that may be in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
Page 9
Two Party Agreement Between City of Chula Pista and South Coast Medical Clinic
to Provide Medcal Services to the City Jail ~ 0 - 3 5
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendaz days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delay5did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which maybe in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
Page 10
Two Party Agreement Between City of Chufa JrlSta and Soutk Coast Medical Clinic
to Provide Medico[ Services to tke City Jail ~ Q - 3 6
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultantshall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the properly of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Terminafion of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfmished documents and
Page 11
Two Party Agreement Between City ojChala Pesta and Saath Coast Medical Clinic
to Provide dJedica[ Services to the City Jai[ ,~ O _ 3 7
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this pazagraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require. its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other .data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendaz days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs aze allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
Page 12
Twa Party Agreement Between City ojChula Yrs[a and Soutk Coast Medical Clinic
to Provide Medical Services to tke City Jail 1 O _ 3 8
1. Limited Consent. .City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Permitted Subconsultants."
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use,. copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives aze, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees aze entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regard to them.
1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that its agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third parry, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall. be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
Page 13
Two Parfy Agreement Between City of Chula Vtsta and South Coast Medical Ginic
m Provide Medicaf Services fo the Ciry Jail
10-39
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Pazagraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals aze licensed real estate brokers or salespersons.
J. Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this .Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or discharged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or dischazge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
Page 14
Two Parry Agreement Between City of Cha[a Psta and South Coasi Me&ca[ Clinic
to Provide Medico[ Servtces to the City Jail 1 O _ 4 O
M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action arising under- or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
Page 15
Two Parry Agreement Between City ojCku[a Ptsta and South Coasf Medical Clinic
to Provide:Lfedical Services to the City Jail ' O _ 4 1
Signature Page
to
Agreement between
City of Chula Vista and
South Coast Medical Clinic
To Provide Medical Services to the City Jail
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City of Chula Vista
By:
Attest:
Donna Norris, City Clerk
Approved as to form:
~~~ ~ fj ~-- z 5
Glen R. Googins, City Attorney
Cheryl Cox, Mayor
Dated: ~ - ~ - ~ ~ South Coast Medical Clinic
By: ~ W~ ~~ V'~~ pct,A~`~
Alex K. Han, M.D.
Exhibit List to Agreement (~ Exhibit A.
Page 16
Twa Party Agreement Between City ojChula Vufa and South Coast Medical CGnic
[o Provide Medical Services to the Ctty Jail ~ 0 - 4 2
Exhibit A
to
Agreement between
City of Chula Vista
and
.South Coast Medical Clinic
1. Effective Date of Agreement: Date Last Executed by Parties
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
South Coast Medical Clinic
5. Business Form of Consultant:
()Sole Proprietorship
( )Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
408 W. 8th Street
National City, CA 91950
Telephone : (619) 474-8666
Fax :(619) 474-0325
7. General Duties:
Medical services to city jail inmates
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
At the request of the Police Department, and after the Police Department transports
inmates to South Coast Medical Clinic, South Coast Medical Clinic will provide medical
evaluations and/or write medical prescriptions as necessary in a manner similar to all like
services provided to the general public
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Two Party Ae Bement Between City of Chula Ptsta and South Coast Medical C&nic
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In addition, South Coast Medical Clinic's Dr. Alex K. Han (or other primary physician
representing South Coast Medical Clinic) agrees to assume the role of the Police
Department's Jail Facility "Responsible Physician." The duties include assisting in the
writing and approving of policies and procedures related to providing medical care to
inmates, assisting in the design of the facility's medical exam room, verifying the
contents of on-site first aid kits, and communicating/coordinating with the Police
Department's Jail Facility Health Authority (Registered Nurse) in providing general
medical services, including sick calls, to the inmates on a routine basis. The general
duties of the "Responsible Physician" are outlined in Title 15 and explained in detail in
the 2005 California Department of Corrections and Rehabilitation's Minimum Standards
for Local Detention Facilities Guidelines.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
()Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. l: Medical evaluations and medical prescriptions shall be delivered at
the request of the Police Department during the term of this Agreement.
D. Date for completion of all Consultant services: The initial term of this Agreement shall
end on June 30, 2013 ("Initial Term"). By mutual written agreement of both parties, the
term of this Agreement maybe renewed for additional 5 (five) one-year periods.
9. Materials Required to be Supplied by City to Consultant: None.
10. Compensation:
A. (X) Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
First-time inmate visit: $80.00/visit
Follow-up visits: $40.00/visit
General laboratory fees: $25.00 to $40.00 per inmate per visit
Phone consultations: not to exceed $10.00/consultation
The City may also compensate the Consultant for other incidental costs incurred while
providing basic medical needs of the patient for apre-approved and mutually agreed fee.
11. Materials Reimbursement Arrangement
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Two Party Agreemen[ Between City of Chula Yista and South Coast Medirnl C[ittic
to Provide Medical Services to the City Tail ~ p-44
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
(X)None, the compensation includes all costs.
12. Contract Administrators:
City: David Bejarano, Chief of Police
Chula Vista Police Department
315 Fourth Avenue
Chula Vista, CA 91910
(619) 691-5150
Consultant: Alex K. Han, M.D.
South Coast Medical Clinic
408 W. 8`h Street
National City, CA 91950
(619)474-8666
13. Liquidated Damages Rate: None.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
(X)Not Applicable. Not an FPPC Filer.
15. OConsultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants: None.
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(X) Monthly
B. Day of the Period for submission of Consultant's Billing:
(X) First of the Month
C. City's Account Number: 14450-6501
18. Security for Performance: None required
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Two Party Ae Bement Between City of Chula PGSta and Sou[h Coast Medicad Clinic
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