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HomeMy WebLinkAboutVital Medical Services, LLC - 2025-07-01 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND VITAL MEDICAL SERVICES, LLC. FOR HEALTH AUTHORITY SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and Vital Medical Services, LLC, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of maintenance related to health authority services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor 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/Service." 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "B." The total sum to be expended under this Agreement, shall not exceed Five Thousand Two Hundred Fifty and 00/100 Dollars ($5,250.00) for the first year. 25-16390/398929 1 b. The amount due to Contractor for the services stated in this Agreement will be increased at the beginning of each fiscal year to reflect cost-of-living adjustments, beginning in the new fiscal year. Contractor may increase its rates at the start of each fiscal year by a percentage equal to the higher 3% or the annual percentage change in the Consumer Price Index (CPI) for the Los Angeles-Long Beach-Anaheim, CA area. If the annual percentage change in the CPI is 3% or less, the rates shall increase by 3%. c. Contractor shall be paid pursuant to the terms of Exhibit "B." 4. Term The services of Contractor are to commence on July 1St, 2025, or as soon as practicable after the execution of this Agreement by City(the"Commencement Date")and terminate three(3)years from the Commencement Date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for two (2) additional one year periods if mutually agreed to in writing by both parties.All tasks specified in Exhibit"A"shall be completed at the frequency, time, and schedule indicated in Exhibit "A". The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 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," Contractor 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. 6. Disposition of Plans, Estimates and Other Documents Contractor 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 Contractor 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. 7. Hold Harmless Contractor 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly 25-16390/398929 2 out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor'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 a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City,Contractor shall obtain and furnish to City, a policy of general public liability insurance, covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability,of One Million Dollars($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a"deductible"or any other similar form of limitation on the required coverage. 25-16390/398929 3 10. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor 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. 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. Contractor 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 Contractor'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. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. Independent Contractor Contractor 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. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor 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. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the 25-16390/398929 4 property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. Assignment Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. City Employees and Officials Contractor 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. 17. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor'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 below. City and Contractor 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: 25-16390/398929 5 To City: To Contractor: City of Huntington Beach Vital Medical Services, LLC Attn: Cristina Tolmasoff Attn: Armen Vartanian Detention Administrator 701 North Brand Blvd., Suite 850 2000 Main Street Glendale, CA 91203 Huntington Beach, CA 92648 18. 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 transactions or event. 19. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 20. 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. 21. 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 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. 25-16390/398929 6 22. 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. 23. Immigration Contractor 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. 24. Legal Services Subcontracting Prohibited Contractor 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. Contractor 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 Contractor. 25. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 26. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 27. Jurisdiction - Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be 25-16390/398929 7 determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 28. Professional Licenses Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of their inability to obtain or maintain such permits,licenses,approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 29. 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. 30. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 31. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 32. 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. 33. Entirety (a) 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 25-16390/398929 8 representation. inducement. promise. agreement warranty. fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 34. Effective Date IN WI'l-NESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONTRACTOR: CITY OF I IUN°I'INGTON BEACH, a VIT AI. MEDICAI, SI:RV ICNS. I.I,C municipal corporation of the State of California INITIATED AND APPROVED: By:_ - --- - -- l''7 n ____.4ri:Le41_Yltr-Q.ktda l_.------print mime ITS: (circle one/Chairman ' esiden Vice President Chief of Police APPROVED AS TO FORM: REVIEWED AND APPROVED: -._ iii/ ‘6-ity Attorney� City Manager COUNTERPART 25-16390/398929 'l representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 34. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONTRACTOR: CITY OF HUNTINGTON BEACH, a VITAL MEDICAL SERVICES, LLC municipal corporation of the State of California INITIATED AND APPROVED: By: print name A4 7/g ITS: (circle one) Chairman/PresidentNice President Chief lice APPROVED AS TO FORM: REVIEWED AND APPROVED: ity Attorney City Manager Receive nd File 14-k t rncs� ci Clerk COUNTERPART 25-16390/398929 9 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Perform Health Authority review and compliance requirements outlined in the Minimum Standards for Local Detention Facilities Title 15 - Crime Prevention and Corrections Division 1, Chapter 1, Subchapter 4. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. Conduct an annual health service audit 2. Review medical/mental health records storage procedures 3. Review health care procedures contained in the jail manual 4. Review of Management of Communicable Diseases policy 5. Assess treatment procedures 6. Review Mental Health Services and Transfer to Treatment Facility procedures 7. Review sick call procedures 8. Review Informed Consent procedures 9. Assess pharmaceutical management 10. Assess and develop written plan for the Suicide Prevention Program 11. Inspect first aid kit(s) content and procedures for periodic inspection of kits 12. Review Facility Sanitation, Safety and Maintenance procedures 13. Evaluate protocols for intravenous blood withdrawal 14. Evaluate procedures for care of inmates confined in sobering cells, safety cell or in restraints 15. Review food preparation, menu, and sanitation plans Deliverables: 1. Annual report of findings with recommendations for improvement or discrepancies 2. Letter confirming compliance with Federal/State medical and health regulation compliance, dates of review/audit of policies and physical walk-through of facility C. CITY'S DUTIES AND RESPONSIBILITIES: Allow access to policies and procedures, manuals, and plans specified in Section B of this exhibit. D. WORK PROGRAM/PROJECT SCHEDULE: To be determined at a later date. 25-16390/398929 10 EXHIBIT "B" Payment Schedule(Hourly Payment) PAYMENT SCHEDULE For services rendered under Exhibit A, Contractor shall be entitled to a fee payable of Five Thousand Two Hundred Fifty and 00/100 Dollars ($5,250.00) for the first year. Fee shall be paid by City thirty(30)days after confirmation the scope of work is complete and deliverables provided to the City per Exhibit A and an invoice is submitted. Any additional services outside of the scope in Exhibit A, authorized in advance and in writing by City shall be invoiced separately to CITY. Such invoice shall contain all the necessary information, and in addition shall list the hours expended for such time. Such invoices shall be approved by the CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Any authorized additional service shall be billed at Four Hundred Seventy-Five and 00/100 Dollars ($475.00) per hour. This includes testifying in court as a medical expert representing the City and Police Department in litigation regarding health/medical policies and procedures. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 25-16390/398929 11 AC OR ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) L.--- 10/28/2025 6/13/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), CONTACT PRODUCER I.ocktOD Companies,LLC NAME' DBA Lockton Insurance Brokers,LLC in CA PHONE FAX INC.No.EMU JAiC,Nof: CA license 4OF!5767 E-MAIL 8110 E Union Ave.,Ste. 100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAICN dem'er-certs@locktotLCOtn INSURER A:IIadron Specialty Insurance Company 17534 INSURED Vital Medical Services,LLC INSURER a:Hartford Casualty Insurance Company 29424 1552982 701 North Brand Blvd.,Ste 850 INSURER C: Glendale CA 91203 INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 14750012 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR -_. ADDL SUBR ----.__.-.-_.__._......__..__ LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP ( -- (A1Al1DDlYYYY) iMM/DDIYYYY) LIMITS A COMMERCIAL GENERAL LIABILITY Y Y H0076PK00467-00 3/1/2025 7026 EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaRENTED occu ence) $ 100,000 MED EXP(Anyone person) $ 5,000 PERSONAL Z.ADV INJURY $ 2,000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 X POLICY[ PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY NOT API'LICABLE COMBINED SINGLE LIMIT (Ea accident) _ $ XXXXXXX ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Par accident) $ XXXXXXX AUTOS ONLY AUTOS HIRED_., AUTOS ONLY _ AUTOS ONLYY PROPERTY DAMAGE $ XXXXXXX (Per accident) $ XXXXXXX UMBRELLA LIAR _ OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE s XXXXXXX DED RETENTIONS S XXXXXXX WORKERS COMPENSATION PER B AND EMPLOYERS'LIABILITY YIN l' 72\VEC BL5LDZ 10/28/2024 10/28/2025 X l STATUTE I H- AND ANY PROPRIETOR/PARTNER/EXECUTIVE EL.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Y N/A —-- ..-- (hlandalory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 A Prof.Liab. N N H0076PK00467-00 3/1/2025 3/1/2026 52,000,000 Per Claim Claims Made-Retro Date $4,000,000 Aggregate 12/31/2015 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) TIIIS CERTIFICATE SUPERSEDES ALI.PRE-VIOUSLY ISSUED CER1 IFICATES FOR TIIIS HOLDER,APPLICABLE TO1IIF-CARRIERS LIST ED AND TIIE POLICY TERM(S)REFERENCED. Sexual Misconduct Liability Policy kn062I M./MO.1824;Policy Term:11/3/2024—11/3/2025;Insurer:Underwriters at Lloyd's London;Limit:S2,000,000 Each Claim;84,000.000 Aggregate. Excess Sexual Misconduct Liability Policy/030621 PV1TA005524;Policy Tenn:11/3/2024—11/3/2025:Insurer:Underwriters at Lloyd's London;limit:51,000,000 as 52,000,000 Each Claim: S2,000,000 as S4,000,000 Aggregate. The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and solunlcers are included as an Additional Insured to the extent provided by the policy lattgpage or endorsement issued or approved by the insurance carrier.Waiver of Subrogation applies per attached endoneotent(s)or policy language.Insurance provided to Additional(ll�1( Q(�1 is rat),and non-contributory as per the attached endorsement or policy language. APPROVED AS TO 1"v rn I. CERTIFICATE HOLDER CANCELLATION Sec A P 7s 'k , IGLIOTTn SHOULD ANY OF THE ABOVE DESCRIt3ED'PaLTCIESEgI,LED BEFORE 14750012 THE EXPIRATION DAT€ITFNEif UN61ItigT 133 LigE LIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE ., Huntington Beach CA 92648 ie r-'�f f_ /,� r f `,' f� rl I4. , CO 1988-205 ACOR...z....._;,/ CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD General Liability Coverage Terms Claim Expenses Outside List of Additional Insureds Name of Person or Organization Covered Interests Oceanview Capital Partners,Inc Designated Person or Organization(OCC) S3 Capital Inc. Designated Person or Organization(OCC) City of Los Angeles and its Agencies,Boards,and Designated Person or Organization(OCC) Depts County of Los Angeles Designated Person or Organization(OCC) City of Manhattan Beach,and its officers, employees,elected officials,volunteers,and Designated Person or Organization(OCC) members of boards and Commissions City of Santa Monica,its officials,employees,and Designated Person or Organization(OCC) volunteers City of El Monte,its elected and appointed officials, Designated Person or Organization(OCC) officers,employees,agents,and volunteers City of Pasadena Designated Person or Organization(OCC) City of Bell Gardens Police Department Designated Person or Organization(OCC) City of Monrovia Police Department Designated Person or Organization(OCC) City of Vernon Police Department Designated Person or Organization(OCC) Beverly Hills Police Department Designated Person or Organization(OCC) City of Huntington Beach its officers,elected or appointed officials,employees,agents,and Designated Person or Organization(OCC) volunteers Montebello Unified School District Designated Person or Organization(OCC) Alhambra Unified School District Designated Person or Organization(OCC) Waiver of Rights of Recovery Persons or Organizations Name of Person or Organization Relationship to Insured Montebello Unified School District Contract All Contracted Additional Insureds Contract Alhambra Unified School District Contract All Liability Coverages — Policy Aggregate Limit Liability Coverages Policy Aggregate Limit $4,000,000 Named Insured: Vital Medical Services LLC;Vital Medical Healthcare Inc Policy Number: H0076PK00467-00 Effective Date: 3/1/2025 MS DEC 0076 0001 07 24 3 5 Attachment Code: D607947 Certificate Ill: 14750012 II0076PK00467-.00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured: Designated Person or Organization This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM (OCCURRENCE) SECTION III -- WHO IS AN INSURED, B. Additional Insureds, is amended to include as an additional insured any person or organization shown on the Declarations Page as an additional insured for this Coverage, when you have agreed in a written contract that such person or organization be added as an additional insured for this Coverage. Such person or organization is only an additional insured with respect to liability for Bodily Injury, Property Damage or Personal or Advertising Injury caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of the Covered Operations; or 2. In connection with the Covered Premises owned by or rented to you, as set forth on the Declarations Page for this Coverage. However, the insurance provided to such additional insured: a. Only applies: (1) To Bodily Injury or Property Damage occurring, or an Offense committed, after execution and within the term of, the written contract in which you have agreed to add such person or organization as an additional insured under this Coverage, and during the Policy Period;and (2) To the extent permitted by law; and which is otherwise covered by this Coverage. b. Will not be broader than that which you are required by the contract to provide for such person or organization. c. A person or organization is an additional insured only for that period of time required by the written contract. Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-00 Effective Date: 3/1/2025 MS GL 0076 0005 11 23 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Attachment Code:D607947 Certificate ID: 14750012 H0076PK00467-00 The amount of insurance under this Endorsement is limited to that required by the written contract and in no event shall our liability exceed the applicable Limits of Liability provided by this Coverage. In addition to all other exclusions in the Coverage, the insurance afforded the additional insured under this Endorsement does not apply to any Claim arising out of, resulting from or in any way connected with any acts, errors, omissions, fault, or negligence of the additional insured or any of its agents, Employees or Borrowed Employees other than as required by the written contract. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: F10076PK00467-00 Effective Date: 3/1/2025 MS GL 0076 0005 11 23 Includes copyrighted material of Insurance Services Office, 2 Inc.,with its permission. Attachment Code: D6I0222 Certificate ID: 14750012 H0076PK00467-00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured: Primary & Non-Contributory Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM SECTION VI-NOTICE AND CONDITIONS, F. Other Insurance is amended to include the following: Notwithstanding anything in Coverage to the contrary, this insurance is primary to and will not seek contribution from any other applicable insurance available to an additional insured under this Coverage; provided, that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Insurance provided to the additional insured only applies to the extent set forth by the Endorsement providing coverage to that additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-00 Effective Date: 3/1/2025 MS GL 0076 0016 01 23 Includes copyrighted material of Insurance Services 1 Office, Inc.,with its permission. Attachment Code: D607946 Certificate ID: 14750012 H0076PK00467-00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Waiver of Rights of Recovery by Contract Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM SECTION VI - NOTICE AND CONDITIONS, paragraph E. Right of Subrogation, is amended to waive any right of recovery we may have against any person(s) or organization(s)to whom the Named Insured has waived its right to recovery in a written contract; provided, however, the loss, damage or injury occurs 1. subsequent to the execution of the contract by all parties thereto and 2. on or after the effective date of this Policy. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-00 Effective Date: 3/1/2025 MS GL 0076 0030 01 23 Includes copyrighted material of Insurance Services 1 Office, Inc.,with its permission. , l(1,ie_., AC o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `.--"-- 10/28/2026 2/25/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LI.C CONTACT NAME: MA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license 110E 15767 lA/C.Ho.Ext); IA/C.Nol: -MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAIC N demvr-certs@lockton.com INSURER A:Hadron Specialty Insurance Company 17534 INSURED Vital Medical Services,LLC INSURER B:Chubb National Insurance Company 10052___ 1552982 701 North Brand Blvd.,Ste 850 INSURER C: Glendale CA 91203 INSURER O: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 14750012 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE NOD WVD POLICY NUMBER IMMRTDIYYYYI (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 110076PK00467-0I 3/1/2026 3/1/2027 ,EACH OCCURRENCE s 2,000,000 —J CLAIMS-MADEJ( OCCURDAMAGE TO RENTED PREMISES(Ea occurrence) $ 100,000 MED EXP(My one person) $ 5,000 -_- PERSONAL&ADV INJURY 5 2,000,000 ___ GENT.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 PRO- X POLICY 'ECT LOC PRODUCTS-COMP/OP AGO S 2,000,000 OTHER: S AUTOMOBILE LIABILITY NOT APPLICABLE (Ea accident) LIMIT E $ XXXXXXX ANY AUTO BODILY INJURY(Per person) $ XXXXXXX - OWNED SCHEDULED BODILY INJURY(Per accident) S _ AUTOS ONLY AUTOSHIRED NON-OWNED XXXXXXX A TOS ONLY AUUT S ONLY S XXXXXXX `PROPERTY 0AMAGE (Per accident) S XXXXXXX UMBRELLA LIAB _ OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX — _ EXCESS LIAB CLAIMS—MADE AGGREGATE 5 XXXXXXX DED RETENTION S XXXXXXX WORKERS COMPENSATION ti, 7182-21-56 10/28/2025 10/28/2026 .X PER I 1OTH• B AND EMPLOYERS'LIABILITY YIN ._STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? n N IA ; (Mandatory In NH) E.L_DISEASE•EA EMPLOYEE.S 1,000000 DESCRIPTION It EySs. IN under _ E.L.DISEASE-POLICY LIMIT f 5 1,000,000 OF OPERATIONS belay A Prof.Liab. N N H0076PK00467-01 3/1/2026 3/1/2027 S2,000,000 Per Claim Claims Made-Retro Date S4,000,000 Aggregate 12/31/2015 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Sexual Misconduct Liability Policy FB0621 PVITA004825;Policy Tenn:11/3/2025-11/3/2026;Insurer:Underwriters at Lloyd's London;Limit:52,000,000 Each Claim;S4„000 Aggregate. Excess Sexual Misconduct Liability Policy NB062I PV(TA005525;Policy Term:11/3/2025-1(/3/2026;Insurer:Underwriters at Lloyr Erbl:A)r�,1eV elliMfM0 Each Claim; 52,000,000 xs 54,000,000 Aggregate. The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers arc included as an Additio al Insured to the extent provided b) lie anguagc or endorsement issued or approved by the insurance carver.Waiver of Subrogation applies per attached endorsement(s)or policy langua •• red(s)is primary and non-contributory as per the attached endorsement or policy language. MICHAEL I.VIGLIOTTA CITY ATTORNEY (ITV OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 14750012 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington BeachACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 /..-1 l ©1988-20.5 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD General Liability Coverage Terms List of Additional Insureds Name of Person or Organization Covered Interests Oceanview Capital Partners,Inc Designated Person or Organization(OCC) S3 Capital Inc. Designated Person or Organization(OCC) City of Los Angeles and its Agencies,Boards,and Designated Person or Organization(OCC) Depts County of Los Angeles Designated Person or Organization(OCC) City of Manhattan Beach,and its officers, employees,elected officials,volunteers,and Designated Person or Organization(OCC) members of boards and Commissions City of Santa Monica,its officials,employees,and Designated Person or Organization(OCC) volunteers City of El Monte,its elected and appointed officials, Designated Person or Organization(OCC) officers,employees,agents,and volunteers City of Pasadena Designated Person or Organization(OCC) City of Bell Gardens Police Department Designated Person or Organization(OCC) City of Monrovia Police Department Designated Person or Organization(OCC) City of Vernon Police Department Designated Person or Organization(OCC) Beverly Hills Police Department Designated Person or Organization(OCC) City of Huntington Beach its officers,elected or appointed officials,employees,agents,and Designated Person or Organization(OCC) volunteers Montebello Unified School District Designated Person or Organization(OCC) Alhambra Unified School District Designated Person or Organization(OCC) Waiver of Rights of Recovery Persons or Organizations Name of Person or Organization Relationship to Insured Montebello Unified School District Contract All Contracted Additional Insureds Contract Alhambra Unified School District Contract All Liability Coverages—Policy Aggregate Limit Liability Coverages Policy Aggregate Limit $4,000,000 Named Insured: Vital Medical Services LLC;A.Campen MD Inc Policy Number: H0076PK00467-01 Effective Date: 3/1/2026 MS DEC 0076 0001 11 25 3 5 Attachment Code: D607947 Certificate ID: 14750012 1-I0076PK00467-01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured: Designated Person or Organization This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM (OCCURRENCE) SECTION III - WHO IS AN INSURED, B. Additional Insureds, is amended to include as an additional insured any person or organization shown on the Declarations Page as an additional insured for this Coverage, when you have agreed in a written contract that such person or organization be added as an additional insured for this Coverage. Such person or organization is only an additional insured with respect to liability for Bodily Injury, Property Damage or Personal or Advertising Injury caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of the Covered Operations; or 2. In connection with the Covered Premises owned by or rented to you, as set forth on the Declarations Page for this Coverage. However, the insurance provided to such additional insured: a. Only applies: (1) To Bodily Injury or Property Damage occurring, or an Offense committed, after execution and within the term of, the written contract in which you have agreed to add such person or organization as an additional insured under this Coverage, and during the Policy Period;and (2) To the extent permitted by law; and which is otherwise covered by this Coverage. b. Will not be broader than that which you are required by the contract to provide for such person or organization. c. A person or organization is an additional insured only for that period of time required by the written contract. Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-01 Effective Date: 3/1/2026 MS GL 0076 0005 11 23 Includes copyrighted material of Insurance Services Office, 1 Inc.,with its permission. Attachment Code: D607947 Certificate IL): 14750012 H0076I'K00467-01 The amount of insurance under this Endorsement is limited to that required by the written contract and in no event shall our liability exceed the applicable Limits of Liability provided by this Coverage. In addition to all other exclusions in the Coverage, the insurance afforded the additional insured under this Endorsement does not apply to any Claim arising out of, resulting from or in any way connected with any acts, errors, omissions, fault, or negligence of the additional insured or any of its agents, Employees or Borrowed Employees other than as required by the written contract. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-01 Effective Date: 3/1/2026 MS GL 0076 0005 11 23 Includes copyrighted material of Insurance Services Office, 2 Inc.,with its permission. Attachment Code: D6I0222 Certificate ID: 14750012 110076PK00467-0l THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured: Primary & Non-Contributory Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM SECTION VI-NOTICE AND CONDITIONS, F. Other Insurance is amended to include the following: Notwithstanding anything in Coverage to the contrary, this insurance is primary to and will not seek contribution from any other applicable insurance available to an additional insured under this Coverage; provided, that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Insurance provided to the additional insured only applies to the extent set forth by the Endorsement providing coverage to that additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-01 Effective Date: 3/1/2026 MS GL 0076 0016 01 23 Includes copyrighted material of Insurance Services 1 Office, Inc.,with its permission. Attachment Code: D607946 Certificate ID: 14750012 H0076PK00467-01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Waiver of Rights of Recovery by Contract Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE FORM SECTION VI - NOTICE AND CONDITIONS, paragraph E. Right of Subrogation, is amended to waive any right of recovery we may have against any person(s) or organization(s)to whom the Named Insured has waived its right to recovery in a written contract; provided, however, the loss, damage or injury occurs 1. subsequent to the execution of the contract by all parties thereto and 2. on or after the effective date of this Policy. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED Named Insured: Vital Medical Services LLC; Vital Medical Healthcare Inc Policy Number: H0076PK00467-01 Effective Date: 3/1/2026 MS GL 0076 0030 01 23 Includes copyrighted material of Insurance Services 1 Office, Inc.,with its permission.