HomeMy WebLinkAboutValiant Training and Research Inc. - 2020-04-14 PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
VALIANT TRAINING AND RESEARCH INC.
TO STAFF AND PROVIDE OVERSIGHT FOR A MEDICAL ADVICE LINE
FOR THE PUBLIC AND FOR EMPLOYEES
THIS AGREEMENT ("Agreement") isjnade and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and Valiant Training and Research Inc., a corporation of the State of California,
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to establish, administer,
provide oversight and staff a Medical Advice Line operating under the City of Huntington
Beach's EMS System.
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates David Chen, M.D., who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on 2020 (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. The time for performance of the tasks identified in
Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to
benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "A,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed One Hundred Thousand Dollars ($100,000.00).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
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6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "A."
7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers
from and against any and all claims, damages, losses, expenses,judgments, demands and defense
costs (including, without limitation, costs and fees of litigation of every nature or liability of any
kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSULTANT's counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
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B. To the extent that CONSULTANT performs "Design Professional Services"
within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision
applies in place of subsection A above:
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and
against any and all claims, damages, losses, expenses, demands and defense costs (including,
without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to
the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to
defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault.
However, notwithstanding the previous sentence, in the event one or more other defendants to
the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or
dissolution of the business, CONSULTANT shall meet and confer with CITY and other
defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the
cost to defend, is limited as provided in California Civil Code Section 2782.8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by
CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.
This indemnity shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by CONSULTANT.
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9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance
shall not contain a self-insured retention without the express written consent of CITY; however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A
claims-made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required-
by this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
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waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice; however, ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
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payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
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15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach Valiant Training and Research Inc.
ATTN: Jeff Lopez ATTN: David Chen, M.D.
2000 Main Street 280 Cagney Lane#307
Huntington Beach, CA 92648 Newport Beach, CA 92663
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
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18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
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provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
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25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
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29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
30. DAVIS-BACON ACT
CONSULTANT agrees to pay and require all subcontractors to pay all employees
on said PROJECT a salary or wage at least equal to the prevailing rate of per diem wage as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act (40 USC Section
176a, et seq.) for each craft or type of worker needed to perform this Agreement.
CONSULTANT agrees to comply with all applicable federal labor standards provisions; said
provisions are incorporated herein by this reference.
31. COPELAND "ANTI-KICKBACK" ACT
CONSULTANT and its subcontractors shall comply with the provisions of the
Copeland "Anti-Kickback" Act (18 USC Section 874), as supplemented in Department of Labor
regulations, which Act provides that each shall be prohibited from including, by any means, any
person employed in the construction, completion, or repair of public work, to give up any part of
the compensation to which he is otherwise entitled.
32. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
The CONSULTANT shall comply with the provisions of Section 103 and 107 of
the Contract Work Hours and Safety Standards Act (40 USC 327 et seq.) as supplemented by
Department. of Labor regulations (29 CFR, part 5). Under Section 103 of the Act each
CONSULTANT shall be required to compute the wages of every mechanic and laborer on the
basis of a standard workday of eight(8) hours and standard workweek of forty (40) hours. Work
in excess of the standard workday or workweek is permissible provided that the worker is
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compensated at a rate of not less than 1-1/2 times the basic rate of pay for all hours worked in
excess of eight (8) hours in any calendar day or forty (40) hours in the workweek. Section 107 of
the Act is applicable to construction work and provides that no laborer or mechanic shall be
required to work in surroundings or under working conditions which are unsanitary, hazardous,
or dangerous to his health and safety as determined under construction, safety and health
standards promulgated by the Secretary of Labor. These requirements do not apply to the
purchase of supplies or materials or articles ordinarily available on the open market or contracts
for transportation.
33. GENERAL PRINCIPLES
CONSULTANT shall, comply with generally accepted accounting principles and
good business practices, including all applicable cost principles published by the Federal Office
of Management and Budget (OMB), including 2 CFR 200 -UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS "The Uniform Guidance", which can be viewed at https://www.ecfr.gov/cgi-
binitext—idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. CONSULTANT shall comply with
all federal, State and other funding source requirements. CONSULTANT shall, at its own
expense, furnish all cost items associated with this Agreement except as herein otherwise
specified in the budget or elsewhere to be furnished by CITY. CONSULTANT shall submit
annually to the CITY a cost allocation plan in accordance with The Uniform Guidance.
34. COMPLIANCE WITH LAWS AND REGULATIONS
CONSULTANT shall at all times perform its obligations hereunder in compliance
with all applicable federal, State, County, and local laws, rules, and regulations, current and
hereinafter enacted, including facility and professional licensing and/or certification laws and
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keep in effect any and all licenses, permits, notices and certificates as are required.
CONSULTANT "shall further comply with all laws applicable to wages and hours of
employment, occupational safety, and to fire safety, health and sanitation.
35. EQUAL OPPORTUNITY
CONSULTANT shall comply with the provisions of Title VII of the Civil Rights
Act of 1964 in that it will not discriminate against any individual with respect to his or her
compensation, terms, conditions, or privileges of employment nor shall CONSULTANT
discriminate in any way that would deprive or intend to deprive any individual of employment
opportunities or otherwise adversely affect his or her status as an employee because of such
individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual
orientation or marital status.
36. AFFIRMATIVE ACTION
Each CONSULTANT and subcontractor of services and supplies employing
fifteen (15) or more full-time permanent employees, shall comply with all Affirmative Action
Programs required by Federal or State law.
37. NON DISCRIMINATION
CONSULTANT shall ensure that services and facilities are provided without
regard to ethnic group identification, race, color, nation origin, creed, religion, age, sex, physical
or mental disability, political affiliation or marital status in accordance with applicable laws,
including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.0 200-d), Section
162 (a) of the Federal-Aid Highway Act of 1973 (23 U.S.0 324), Section 504 of the
Rehabilitation Act of 1973, The Civil Rights Restoration Act of 1987 (P.L. 100-209), Executive
Order 12898 (February 11, 1994), Executive Order 13166 (August 16,2000), Title VII of the
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Civil Rights Act of 1964 (42 U.S.c. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101 ),
Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq) of the California
Government Code, Title 9, Chapter 4, Subchapter 6 (Section 10800, et seq) of the CCR and
California Dept of Social Services Manual of Policies and Procedures (CDSS MPP) Division 21.
38. BYRD ANTI-LOBBYING AMENDMENT
CONSULTANT shall file Standard Form-LLL, "Disclosure Form to Report
Lobbying," to certify that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any Federal contract, grant or any other award covered
by 31 U.S.C. 1352. CONSULTANT shall disclose any lobbying with non-Federal funds that
takes place in connection with obtaining any Federal award by CONSULTANT or
CONSULTANT 's Subcontractors. In accordance with 31 U.S.C. 1352, CONSULTANT shall
also file a disclosure form at the end of each calendar quarter in which there occurs any event
that requires disclosure or that materially affects the accuracy of the information contained in any
disclosure form previously filed. CONSULTANT shall include this provision in all subcontracts
and require each of its subcontractors to comply with the certification and disclosure
requirements of this provision.
39. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
CONSULTANT agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CONSULTANT
agrees to report each violation to the USDA and the appropriate EPA Regional Office.
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CONSULTANT agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Federal Water Pollution Control Act as amended (33 U.S.c. §§ 1251 et
seq.). CONSULTANT agrees to report each violation to the USDA and the appropriate EPA
Regional Office.
40. CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S
BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS
CONSULTANT shall, in accordance with 2 CFR 200.321 -Contracting with small
and minority businesses, women's business enterprises, and labor surplus area firms, take
affirmative steps to include minority business, women's business enterprises, and labor surplus
area firm by:
a. Placing qualified small and minority businesses and women's business
enterprises on solicitation lists;
b. Assuring that small and minority businesses, and women's business
enterprises are solicited whenever they are potential sources;
c. Dividing total requirements, when economically feasible, into smaller
tasks or quantities to permit maximum participation by small and minority
businesses, and women's business enterprises;
d. Establishing delivery schedules, where the requirement permits, which
encourage participation by small and minority businesses, and women's
business enterprises; and
e. Using the services and assistance, as appropriate, of such organizations as
the Small Business Administration and the Minority Business
Development Agency of the Department of Commerce.
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41. PROCUREMENT OF RECOVERED MATERIALS
CONSULTANT shall comply with 2 CFR part 200.322. CONSULTANT shall
procure only items designated in guidelines of the Environmental Protection Agency (EPA) at 40
CFR part 247 that contain the highest percentage of recovered materials practicable, consistent
with maintaining a satisfactory level of competition, where the purchase price of the item
exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded
$10,000. CONSULTANT certifies that the percentage of recovered materials to be used in the
performance of this Agreement will be at least the amount required by applicable specifications
or other contractual requirements. For contracts over $100,000 in total value, CONSULTANT
shall estimate the percentage of total material utilized for the performance of the Agreement that
is recovered materials and shall provide such estimate to CITY upon request.
42. AUDIT AND INSPECTION
CONSULTANT agrees to maintain and/or make available within the CITY
accurate books and accounting records relative to all its activities under this Agreement.
Authorized federal, State or County representatives shall have the right to monitor, assess, or
evaluate CONSULTANT's performance pursuant to this Agreement, said monitoring,
assessments, or evaluations to include but not limited to audits, inspection of premises, reports,
and interviews of project staff and participants. CONSULTANT assertions of confidentiality
shall not be a bar to full access to the records.
43. AUDIT REQUIREMENT
CONSULTANT shall annually engage a Licensed Certified Public Accountant
licensed to perform audits and attests in the State of California to conduct an annual audit of its
operations. CONSULTANTS that expend $750,000 or more of federal grant funds per year shall
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also have an audit conducted in compliance with Government Auditing Standards, which
includes Single Audit Act Amendments and the Compliance Supplement (2 CFR part 200 App.
XI).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CI OF HUNTINGTON BEACH,
VALIANT TRAINING AND RESEARCH, um ipal corpor ion o he State of California
INC. -
AL
By: ity Manager/Director of Emergency Management
pia yry c�c�t/
print name INITIATED AND APPROVED:
ITS: (circle one)Chairman/President/Vice President
AND
Fire Chief
By:
APPROVED AS TO FORM:
print name -
ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary—Treasurer
Q,City Attorney
Date
RECEIVE AND FILE:
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City Cler
Date S�S/
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Medical Advice Line for the City of Huntington Beach
Scope of Work:
The City of Huntington Beach has contracted with Valiant Training and Research Inc. to
staff and oversee the HB Ready Medical Advice Line. This service is being implement-
ed within the Huntington Beach Fire Department EMS system and will operate in com-
pliance with Orange County EMS policies and protocols to support 911 dispatch and
EMS response by reducing potential 911 calls and prioritizing an appropriate 911 re-
sponse by the EMS system.
The following services will be provided to the City of Huntington Beach 4y Valiant Train-
ing and Research Inc. (Valiant Inc) for a period of 1 month beginning ith
a month to month continuation based upon mutual agreement thereafter based on a re-
assessment of the need to continue the service:
1.Establishment of a Medical Advice Line to provide non-emergency/routine medical
advice to callers with the following goals:
1.Reducing fear in the community
2.Reducing the potential for the current COVID-19 pandemic to overwhelm
local 911 resources
3.Providing medically appropriate and safe guidance to those potentially in-
fected with COVID-19
4.Potentially providing medical professionals who are unable to work or out of
work due to the COVID-19 pandemic with an income that can be earned
from home.
2.Medical oversight will be provided by CA licensed, ABEM Board Certified
Physcians from Valiant Training and Research Inc. - Dr. David Chen and Dr.
Joshua Bobko
1.Call takers will work under the medical director insurance and malpractice
coverage of the Valiant Inc.
2.Call takers will follow an algorithm created and updated by Valiant Inc. med-
ical directors.
3.Call takers will have continuous access to medical oversight. Procedures
for handling calls and medical information provided to callers will be updat-
ed and maintained by Valiant Inc on an ongoing basis during the period of
operations.
4. Valiant Inc. will maintain an up to date call log that will be accessible by
HBFD Administrators and the HB Call Center operations to coordinate
service to callers.
i. No HIPPA protected PHI will be collected by this service
Page 1 of 5
EXHIBIT A
ii. Information pertaining to Date/Time of call, Call Length, non-per-
sonally identifying tracking and call back information, general dis-
position of each call will be logged.
iii. Call log information will not be released/disclosed to the public or
used for any marketing or financial purposes and will be kept in
confidence by Valiant Inc and its staff.
iv. Anonymous call log data may be used in collection of statistics
and/or research, internal QI or academic purposes.
3.Call takers will be CA licensed registered nurses (RN), nurse practitioners (NP) or
physician assistants (PA)working as independent contractors for Valiant Inc.
1.The City may stipulate the number of hours of phone coverage (maximum
40 hours per call taker per week) scheduled and type of call takers they de-
sire with the understanding that this may limit ability to staff operations de-
pending on the number of call takers desired.
2. Call takers will work on an independent contractor basis for Valiant Inc
who will maintain scheduling, accounting, payroll and issue 10-99 tax doc-
uments.
3. Valiant Inc. will verify contractor's credentials, that current licensure to be
in good standing, administer secure information system access and prac-
tices, ensure that contractors adhere to ethical and professional practice
standards and maintain privacy and confidentiality standards at all times.
4.Call takers will work off-site and may be reached via phone number (949)
455-9114.
5. Calls will be routed to the Medical Advice Line via the City of Huntington Beach's
standing call center based on outlined established protocols.
6. If the caller requires a translator to their preferred language, the call center will
have one of their staff stay on the line to act as a translator.
7.Call takers will be able to address caller's questions verbally over the phone.
1.If there is an interest, the capability to communicate by videoconference
can be developed at a later time. Additional technology may require added
funding (ie. remote monitoring of vital signs, telemedicine capabilities, etc.)
for hardware, administrative, training and insurance costs.
8.The medical advice line can operate on any schedule desired by the City with al-
lowances to provide for adequate staffing if there is a change from the current M-F
9a-5p proposed schedule.
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Page 2 of 5
EXHIBIT A
The following are proposed fees for the service outlined above:
• Malpractice insurance will be paid for by the City of Huntington Beach directly to
the insurance carrier.
a Malpractice Insurance coverage will be provided by:
o NFP Property& Casualty Services, Inc.
0 3626 Crossings Drive I Prescott AZ 86305 E
o EMS Medical Directors Professional Liability EMS Medical Directors
General Liability Policy Aggregate
o EMS Medical Director Professional Liability & General Liability- Claims
Made & Reported Insurance.
o Limits of Liability $1,000,000 Per"Claim" $1,000,000 Per"Occurrence"
$3,000,000 Per"Aggregate"
o Covered on the policy will be Valiant Training and Research Inc (Dr. David
Chen, Dr. Joshua Bobko), City of Huntington Beach, all contracted
$ providers RN/NP/PA who will be staffing the call lines.
o Premium for Claims Made coverage from the above insurance carrier has
been estimated to be: $ 5,860.69/12 months + $600.00/provider/12
months
o Tail liability insurance coverage of 2 additional years will be purchased by
the City of Huntington Beach prior to the termination of this contract.
Costs are estimated to be 200% of the insurance premium of the last
year's annual policy premium.
o If the Medical Advice Line is terminated prior to the 1 year paid malprac-
tice insurance term, unused portion of the premium will be applied to the 2
year tail liability.
® le. The call center is in operation for 6 months then terminated, the
remaining 6 months of malpractice insurance already paid for will
be applied and an additional 18 months of tail coverage will be pur-
chased to provide a full 24 months of tail insurance coverage.
® le. If operations are terminated after 1 year, then an additional tail
insurance coverage will be purchased to ensure 24 months of tail
insurance coverage.
In the event that CA State Law creates a provision that removes the 24 month window
of malpractice liability for an EMS Medical Advice Line, the Tail Insurance coverage will
only be required for the period of time not covered by any new exemptions.
Page 3 of 5
EXHIBIT A
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General medical oversight at$2,500.00 per month
o This includes costs for medical director, infrastructure costs (G-Suite, main-
tenance of a HIPPA compliant messaging and logging system, and Google
Voice, accounting, payroll, HR arid administrative costs).
• Direct oversight per call taker at $50.00 per month beyond the first four call takers
t
on contract
• Hourly rate for call takers
o RN-$35.00 per hour j
o NP or PA- $40.00 per hour
o Call takers are ensured an aggregate of 50 min of rest time/lunch per 8
hour shift
t
• One-time $2,000.00 startup cost
o Recruitment cost, setup and other administrative/employment costs.
• Payment at initiation of contract will be $4,500.00 paid prior to beginning opera-
tions.
• Valiant Inc. will submit a bill to the City of Huntington Beach every 14th day from
the start of operations for the hours worked by the call takers, outlined will be the
number of hours worked by each caller and their per hour reimbursement rate,
and the monthly oversight and administrative fees.
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Page 4 of 5
EXHIBIT A
Summary of costs to the City:
First Month/Startup Cost:
Liability Insurance for 12 months: $ 5,860.69 plus $1,200 to insure 2 call providers (paid
directly to insurance carrier by the City of Huntington Beach)
Startup costs for Valiant Inc: $4,500.00
Ongoing Monthly Cost
For coverage from 9AM-5PM, 5 days a week (8 hour shift) 40 hour week = 173.33
hours/provider
1.$2,500.00/month oversight
2.$6,067.00 per RN wages G
3.$6,933.00 per NP or PA wages
4. $600 insurance coverage for each contract provider. Valiant may need to
contract with more providers than the staffing requested based on provider
availability.
5.$50.00/call taker added direct oversight over 4 contract call takers
i
Example: Monthly cost of$9,433.00 for one nurse practitioner at the above hours (as-
suming nurse can work 40 hours per week).
s
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4/10/2020
David Chen, MD (Valiant Training and Research Inc.)
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Page 5 of 5
EXHIBIT A
Switzer, Donna
From: Switzer, Donna
Sent: Tuesday, April 21, 2020 8:08 AM
To: Esparza, Patty
Subject: FW: Professional Services Contract with Valiant Training - RLS 20-8599
From:Switzer, Donna
Sent: Monday,April 20, 2020 2:57 PM
To:Vigliotta, Mike<MVigliotta@surfcity-hb.org>
Cc: Kelemen, Chris<Chris@surfcity-hb.org>
Subject: RE: Professional Services Contract with Valiant Training- RLS 20-8599
Hi Mike,
Understood.Thank you for getting back to me.
Donna Switzer
Deputy City Clerk
City of Huntington Beach
714-374-1649
From:Vigliotta, Mike<MVigliotta@surfcity-hb.org>
Sent: Monday,April 20, 2020 2:53 PM
To:Switzer, Donna <Donna.Switzer@surfcity-hb.org>
Cc: Kelemen, Chris<Chris@surfcitv-hb.org>
Subject: RE: Professional Services Contract with Valiant Training- RLS 20-8599
Hi Donna,
It is not the emergency nature of the Contract, but the declaration of an emergency by the City Council that allows the
City Manager discretion.
Michael Vigliotta
Chief Assistant City Attorney
Office of the City Attorney
City of Huntington Beach
714-536-5552
Confidentiality Notice: This email may contain material that is confidential, privileged and/or attorney work-product for the sole use
of the addressee. Further,this email is protected under the Electronic Communications Privacy Act, 18 U.S.C.Sections 2510-
2522. Any review by,reliance,or distribution by others or forwarding to others without express permission of the author is strictly
prohibited. If you receive this transmission in error,you are advised that any disclosure,copying,distribution,or the taking of any
action in reliance upon the communication is strictly prohibited. Moreover,any such inadvertent disclosure shall not compromise or
waive the attorney-client privilege as to this communication. If you have received this communication in error, please immediately
notify the sender and delete this e-mail. Thank you.
1
From: Switzer, Donna <Donna.Switzer@surfcity-hb.org>
Sent:Tuesday, April 14, 2020 3:22 PM
To: Vigliotta, Mike<MVigliotta@surfcity-hb.org>
Cc: Kelemen, Chris<Chris@surfcity-hb.org>
Subject: RE: Professional Services Contract with Valiant Training- RLS 20-8599
Hi Mike,
Per our conversation, please forward an email regarding the emergency nature of the professional services contract.
Thank you.
DOYWLa.Swxt er
Deputy City Clerk-City of Huntington Beach
2000 Main Street- Huntington Beach, CA 92648
(714)374-1649
Donna.Switzer@surfcity-hb.org
From: Kelemen, Chris<Chris@surfcity-hb.org>
Sent:Tuesday, April 14, 2020 1:54 PM
To: Switzer, Donna <Donna.Switzer@surfcity-hb.org>
Cc: Lopez,Jeffrey<ilopez@surfcity-hb.org>
Subject: Professional Services Contract with Valiant Training- RLS 20-8599
Donna,
just left the original signed Professional Services Contract with Valiant Training on
your desk for Battalion Chief Jeff Lopez (a copy is attached hereto). Let us know if you
need anything else from us.
Thank you.
Chris
Christina Kelemen-Sr. Legal Assistant
Office of the City Attorney
City of Huntington Beach
ph. (714)536-5626
fax(794)374-1590
cell(794)307-3688
Confidentiality Notice: This email may contain material that is confidential,privileged and/or attorney
work product for the sole use of the addressee. Further, this email is protected under the Electronic
Communications Privacy Act, 98 U.S.C. Sections 2510-2522. Any review by, reliance, or distribution
by others or forwarding to others without express permission of the author is strictly prohibited. if
you receive this transmission in error,you are advised that any disclosure, copying, distribution, or
2
the taking of any action in reliance upon the communication is strictly prohibited. Moreover, any
such inadvertent disclosure shall not compromise or waive the attorney-client privilege as to this
communication. lfyou have received this communication in error, please immediately notify the
sender and delete this e-mail. Thank you.
3