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SR 05-23-2023 5L City Council Report City Council Meeting: May 23, 2023 Agenda Item: 5.L 1 of 4 To: Mayor and City Council From: Gigi Decavalles-Hughes, Director, Finance Department, Risk Management Subject: Approval of First Modification to Agreement with Keystone Medical Resources, Inc for Citywide Employee COVID-19 Contact Tracing and Internal Healthcare Advisement Recommended Action Staff recommends that the City Council authorize the City Manager to: 1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. 2. Negotiate and execute a first modification to agreement #11303 in the amount of $195,000 with Keystone Medical Resources, Inc. (Keystone) for City-wide employee COVID-19 contract tracing and internal healthcare advisement. This will result in a two-year and nine-month amended agreement with a new total amount not to exceed $345,000, with future year funding contingent on Council budget approval. Summary Contact tracing, a public health practice that involves identifying, assessing, and managing people who have been exposed to a contagious disease, has been an effective tool in preventing further spread of COVID-19. As mandated by regulatory agencies, such as Cal/OSHA, the City must conduct contact tracing for its employees. Since November 2021, Keystone has provided contact tracing services for the City, which include medical advisement from a registered nurse during and outside of normal business hours. The current agreement with Keystone expires on June 30, 2023. Keystone has agreed to extend the agreement for two years at the current hourly rate with no year-to-year increases. The extension is necessary given that staff is 5.L Packet Pg. 562 2 of 4 anticipating that the contract tracing requirement will be in place at least through February 2025, a mandate that can be extended further. Discussion After the City’s Emergency Operations Center (EOC) was activated in March 2020, staff had to immediately implement COVID-19 contact tracing protocols. For expediency, contact tracing was initially done by a staff person in the EOC and a contracted nurse. This model, however, proved insufficient for the volume of requests and around-the- clock support that was required. The EOC, therefore, sought a contract service provider to perform contact tracing and related medical advisement services. Keystone was selected and contact tracing was transitioned to them in November 2021. Due to the extended emergency, staff secured City Council authority to modify the agreement in August 2022. At the time, FEMA was reimbursing 100% eligible costs incurred through June 30, 2022, and 90% for costs incurred on or after July 1, 2022. On February 28, 2023, the City’s EOC concluded its COVID-19 emergency response operations in alignment with the sunsetting of the local proclamation. However, the mandate that California employers must conduct contact tracing for its employees is still in place. The updated Cal/OSHA COVID regulations extended the requirement until at least February 3, 2025. The oversight of the City’s contact tracing program has shifted from the EOC to the Risk Management Division. The complexity of the medical advice provided to the employees as part of the contract tracing activities still requires services from trained medical professionals during and outside of normal business hours. The cost of $95 per hour is the same rate originally negotiated in 2021. With the local emergency order no longer in effect, staff cannot seek a reimbursement from FEMA for the cost associated with this contract. Past Council Actions Meeting Date Description August 23, 2022 (attachment A) Authorize agreement with Keystone Medical Services, Inc. under an exception to the competitive bidding process pursuant to Section 2.24.250 (i). 5.L Packet Pg. 563 3 of 4 Environmental Review The extension of an agreement for Citywide Employee COVID-19 Contact Tracing and Internal Healthcare Advisement is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. Based on the evidence in the record, it can be seen with certainty that there is no possibility that the agreement may have a significant effect on the environment. The agreement would not result in any adverse physical environmental effects as it involves the administration of health-related services. Therefore, no further environmental review under CEQA is required. Financial Impacts and Budget Actions Staff seeks authority to approve funding from the Self-Insurance, Workers’ Compensation Fund to increase the amount of the agreement with Keystone Medical Services, Inc. for City-wide employee COVID-19 contract tracing and internal healthcare advisement. Funding will be included in the FY 2023-25 Biennial Budget. Future year funding is contingent on Council budget approval. Contract Modification Request Agreement # Current Authorized Amount Modified Request Amount Dept Account # Total Revised Contract Amount 11303 $150,000 $195,000 74800002.552010 $345,000 5.L Packet Pg. 564 4 of 4 Prepared By: Oles Gordeev, Risk Manager Approved Forwarded to Council Attachments: A. 8.23.22 Staff Report B. Keystone Oaks Form C. Keystone Original Agreement 5.L Packet Pg. 565 City Council Report City Council Meeting: August 23, 2022 Agenda Item: 5.H 1 of 4 To: Mayor and City Council From: David White, City Manager, City Manager's Office Subject: Authorize the City Manager to negotiate and execute an agreement with Keystone Medical Resources, Inc for Citywide Employee COVID-19 Contact Tracing and Internal Healthcare Advisement Recommended Action Staff recommends that the City Council authorize the City Manager to negotiate and execute an agreement with Keystone Medical Resources, Inc for city-wide, employee COVID-19 contact tracing and internal healthcare advisement. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (i) and is for a total amount not to exceed $150,000 with future year funding contingent on Council budget approval. Summary Starting in November 2021 with the COVID-19 Omicron variant outbreak, the Santa Monica Emergency Operations Center, with the administrative direction from the Office of Emergency Management, transitioned COVID-19 contact tracing activities away from City personnel to an existing City vendor, Keystone Medical Resources, due to the specific skills and healthcare training necessary to determine “close contacts”, quarantine, and isolation protocols for City staff as related to COVID-19. The City has approximately 2,000 employees who have access to this emergency service. Contact tracing was mandated for employees required to work on-site and potentially exposed to COVID-19. The City sought the services of Keystone Medical Resources, Inc to provide professional services related to COVID-19 contact tracing and medical advisement from a registered nurse after business hours, over the weekend, and throughout the work week, as required. Keystone Medical Resources, Inc was a vetted 5.L.a Packet Pg. 566 Attachment: 8.23.22 Staff Report (5743 : COVID-19 Contact Tracing Agreement) 2 of 4 vendor through the City’s Risk Division and had previously shown to provide the needed medical support for services requested of the Finance Department. Staff now seeks authority to enter a professional services contract with Keystone Medical Resources, Inc to provide these ongoing contact tracing services for an amount not to exceed $150,000 through the end of the COVID-19 emergency order. Staff will seek reimbursement from the Federal Emergency Management Administration (FEMA) for all qualifying costs associated with this service. Discussion In preparation for a winter 2021 COVID-19 surge, the City’s Emergency Operations Center sought professional services for the implementation of COVID-19 contact tracing and medical advisement services. Under the emergency response model utilized from March 2020 through November 2021, the City utilized as-needed and full-time staff to support contact tracing activities; however, the complexity of the medical care requested required services from trained medical professionals during and outside of normal business hours. In anticipation of higher call volume and complex contact tracing cases, the City on- boarded a temporary vendor to support three months of contact tracing. Under the initial agreement, the staff expected cost to remain under the approved procurement threshold of $25,000; due to the spread of the omicron variant, cases increased and did not return to manageable levels which could be supported by staff internally. In response to this surge, the City instituted enhanced contact tracing to ensur e operational continuity of vital City services as well as enhance public trust that accessing such services will be safe. Due to an expedited timeline, and in alignment with the emergency powers and provisions of the Santa Monica Municipal Code, staff were unable to seek formal proposals; however, staff did negotiate a reasonable cost with the selected vendor for an hourly rate of $95 per hour with a guaranteed minimum of 35 hours of service per month. Staff referenced existing agreements and fee schedu les with the selected 5.L.a Packet Pg. 567 Attachment: 8.23.22 Staff Report (5743 : COVID-19 Contact Tracing Agreement) 3 of 4 vendor to determine reasonable cost for the professional services. The Risk Management Division conducted an informal evaluation and found the quote provided by the vendor for nursing services was consistent with similar services provided to the City in the area of medical advisement and worker’s compensation. The City provides this emergency contact tracing service solely to City staff and will discontinue this service once the emergency order has been lifted or COVID-19 infections reduce to a level where professional medical services are no longer required. The cost for these services from November 1, 2021, to date is approximately $55,000 and within the approval authority of the City Manager. Staff anticipates the $150,000 authority will provide contact tracing services through the end of FY 2022-23. The City remains eligible for reimbursement for qualifying expenses from the Federal Emergency Management Administration (FEMA) associated with the COVID-19 emergency. FEMA is currently reimbursing 100 percent of eligible costs through June 30, 2022, and 90 percent for cost incurred on or after July 1, 2022. Staff will seek reimbursement from FEMA for all qualifying COVID expenditures for as long as permissible. All reimbursements received from the FEMA will be allocated to the City’s General Fund. Timelines associated with receiving reimbursement may be extended and will depend on requests for information and grant operations being conducted by FEMA. The Financial Operations Division with the support of the Office of Emergency Management will immediately track all cost allocated to this project. Upon completion of the project, Staff will submit a project (application) to FEMA with the full cost associated with this project. Financial Impacts and Budget Actions Staff seeks authority to approve funding from the General Fund to award a contract with Keystone Medical Resources, Inc. for COVID-19 contact tracing and related services for City employees. Future year funding is contingent on Council budget approval. The City anticipates to recover ninety and one-hundred percent of the cost associated with this contract, as these services are eligible for reimbursement through FEMA under the COVID-19 Presidential Declaration. 5.L.a Packet Pg. 568 Attachment: 8.23.22 Staff Report (5743 : COVID-19 Contact Tracing Agreement) 4 of 4 Contract Request FY 2021-22 FY 2022-23 Department Account # Total Contract Amount  $55,000 $95,000 01200014.553150   $150,000 Prepared By: Steven Torrence, Emergency Services Administrator Approved Forwarded to Council Attachments: A. 20202 Keystone Oaks Form 5.L.a Packet Pg. 569 Attachment: 8.23.22 Staff Report (5743 : COVID-19 Contact Tracing Agreement) 5.L.b Packet Pg. 570 Attachment: Keystone Oaks Form (5743 : COVID-19 Contact Tracing Agreement) - 1 - Contract No. 11303 (CCS) PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Keystone Medical Resources Inc, (“KEYSTONE”), is made with reference to the following: RECITALS: A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. KEYSTONE is qualified to do business, and is doing business, in the State of California. KEYSTONE represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement. C. The City and KEYSTONE now desire to enter into an agreement for KEYSTONE to provide professional services to the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERMS AND CONDITIONS 1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2023, unless sooner terminated in accordance with Section 14. 2. KEYSTONE Services. KEYSTONE will perform all of the services (“Services”) described in Exhibit A, Scope of Services. KEYSTONE will complete the Services in accordance with Exhibit B, Budget. 3. City Services. The City agrees to: 3.1 Make available to KEYSTONE any currently existing documents, data or information required for the performance of the Services. 3.2 Designate a representative authorized to act on behalf of City. 3.3 Promptly examine and render findings on all documents submitted for staff review by KEYSTONE. 4. Compensation. The City will compensate KEYSTONE for the Services performed in an amount not to exceed One Hundred and Fifty Thousand Dollars ($150,000.00), as set forth in Exhibit B. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 10/6/2022 5.L.c Packet Pg. 571 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 2 - 5. Invoices. KEYSTONE will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. 6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 6.1 All notices, demands, requests or approvals to the City: Office of Emergency Management City of Santa Monica 333 Olympic Drive, 2nd Floor Attention OEM Santa Monica, California 90401 Attention: Steven Torrence, Office of Emergency Management Re: Contract No. 11303 with a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: Douglas Sloan, City Attorney Re: Contract No. 11303 6.2 All notices, demands, requests or approvals to KEYSTONE: Keystone Medical Resources, Inc. 8941 Atlanta Ave #523 Huntington Beach, California 92646 Attention: Billing / Accounts Receivable (866) 593-1923 Re: Contract No. 11303 7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct of KEYSTONE or any of KEYSTONE’s agents, employees, or subconsultants, except as otherwise provided in this Agreement. 8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 572 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 3 - agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and KEYSTONE, and approved as to form by the City Attorney. 9. Insurance. Prior to commencing work, KEYSTONE must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by KEYSTONE or KEYSTONE’s agents, representatives, employees or subconsultants for the duration of this Agreement. KEYSTONE must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications. 10. Defense and Indemnification. 10.1 Indemnification. As to KEYSTONE’s Services produced under this Agreement, KEYSTONE agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of KEYSTONE, or KEYSTONE’s employees, agents, officers, and subconsultants. KEYSTONE’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of KEYSTONE, its employees, agents or officers, or subconsultants; provided, however, that KEYSTONE’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding KEYSTONE’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from KEYSTONE, if City chooses to do so. 10.2 Enforcement Costs. KEYSTONE agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. 11. Prohibition Against Transfers. 11.1 KEYSTONE may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 573 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 4 - acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. 11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of KEYSTONE or of any general partner or joint venturer or syndicate member of KEYSTONE, if a partnership or joint venture or syndicate exists, which results in changing the control of KEYSTONE, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. 12. Permits and Licenses. KEYSTONE, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. 13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement. 14. Default and Termination. 14.1 If KEYSTONE fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to KEYSTONE. 14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to KEYSTONE. Upon termination of this Agreement, City will pay KEYSTONE any compensation earned and unpaid up to the effective date of termination. 15. Compliance with Law. KEYSTONE must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City. 16. Discrimination. KEYSTONE may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. 17. Nuisance. KEYSTONE may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 574 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 5 - 18. Records. 18.1 KEYSTONE must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. KEYSTONE must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment. 18.2 KEYSTONE must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. KEYSTONE must clearly identify all records and make them readily accessible to the City. At the City’s request, KEYSTONE must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. 18.3 KEYSTONE must allow the City to have free access to KEYSTONE’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit KEYSTONE’s records, and KEYSTONE agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by KEYSTONE, KEYSTONE agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. 19. Work Product; Reports. 19.1 Any work product prepared or caused to be prepared by KEYSTONE or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by KEYSTONE or any subconsultant pursuant to this Agreement may be made available to any individual or organization by KEYSTONE without prior written approval by City. 19.2 At the City’s request, KEYSTONE must furnish reports concerning the status of the Services. 20. Standard of Care. KEYSTONE agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of KEYSTONE’s profession currently practicing in the same locality under similar conditions. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 575 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 6 - 21. Subconsultants. 21.1 If KEYSTONE proposes to have any subconsultant perform any part of the Services, KEYSTONE must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request. 21.2 KEYSTONE will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between KEYSTONE and any subconsultant (or between any subconsultant and others) must contain the following provision: This agreement is consistent with all terms and conditions of the Agreement No. 11303 (CCS) entered into between the City of Santa Monica and KEYSTONE on^^____________________. 22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement. 23. Venue and Jurisdiction. The City and KEYSTONE agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. 24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. 25. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 10/6/2022 5.L.c Packet Pg. 576 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) - 7 - original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature). 26. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein. Exhibit A Scope of Services Exhibit B Budget Exhibit C Insurance Requirements In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: ______________________________ DENISE ANDERSON- WARREN City Clerk DENISE ANDERSON-WARREN City City Clerk APPROVED AS TO FORM: ______________________________ Douglas Sloan City Attorney LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ DAVID WHITE City Manager RICK COLE City Manager Vendor: KEYSTONE Ellen Burkhart, President KEYSTONE Corporation #VENDOR By: ________________________________ DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 10/6/2022 10/6/2022 10/6/202210/10/2022 5.L.c Packet Pg. 577 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) Exhibit A Scope of Services The Office of Emergency Management has been delegated the task of implementing the City’s COVID—19 contact tracing operation which is mandated by regulatory agencies such as CalOSHA or the Los Angeles County Department of Public Health. Through this emergency procurement contract, the Office of Emergency Management on behalf of the City will coordinate with the vendor, KEYSTONE, to conduct routine contact tracing for City of Santa Monica staff members in accordance with recommended contacting tracing guidelines and/or local Health Officer Orders. The scope of work described within this contract is limited to the personnel who are employees of the City of Santa Monica, and these services may not be utilized to conduct contact tracing members of the public. Services rendered by vendor may be extended to personnel who are close contact at the discretion of the Emergency Operations Center / Office of Emergency Management or where the City of Santa Monica is required to provide contact tracing. The primary point of contact for this contract will be the Office of Emergency Management – Emergency Services and Preparedness Division who will be implementing the testing under the Emergency Operations Center organization. Whereas contact tracing of City employees will be overseen by multiple City departments, KEYSTONE will coordinate primarily with the Office of Emergency Management, as the primary management body of the Emergency Operations Center, who will subsequently coordinate with proper secondary stakeholders. Upon execution of this contract KEYSTONE will support all professional services, coordinate nursing / clinical staff, implement reporting files, conduct notifications to City staff and supervisors, and support the infrastructure necessary to accept and document contact tracing calls. KEYSTONE will add relevant data to a spreadsheet supplied by the City. The spreadsheet will be accessible by designated, HIPPA trained City personnel which will document the persons contacted, date of call, test results or case summary, and the reporting tool shall match invoices submitted to the City. The reporting tool shall allow for the exporting and download of all data required for the City to manage a compliance program and maintain call logs beyond the incident timeframe. KEYSTONE will notify all persons tested via the contact information provided during patient intake. KEYSTONE shall make notification to the employee within 24-72 hours of a voicemail. Exceptions to this reporting period are approved if, DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 578 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) (1) Contact information is inaccurate for the persons contacted, (2) Inconclusive or incomplete contact tracing or, (3) Delays deemed acceptable by the Office of Emergency Management. The City and KEYSTONE will coordinate for scheduling of COVID-19 contact tracing hours and days. The City shall give KEYSTONE 24-hours’ notice for the implementation of new contact tracing timeframes. This window may be reduced if both parties agree to implement testing during a shortened timeframe. Testing schedules shall be agreed to in advance by KEYSTONE and the City, and be maintained unless the City A wind down period of no less than 7 days must be provided by one or both parties to terminate contact tracing operations. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 579 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) Exhibit B Budget The total compensation paid by the City to KEYSTONE under this Agreement shall not exceed One Hundred and Fifty Thousand Dollars ($150,000.00). The City shall compensate KEYSTONE for the professional services and reporting provided under this Agreement, notwithstanding modifications to the specific times and dates allotted for testing which are hereby agreed to by all parties. The terms of this budget do not require the City to expend all cost appropriated within this professional services agreement to KEYSTONE; yet the budget details provide a cap on the expenses which the City may expend with KEYSTONE for COVID-19 contact tracing services. The City will compensate KEYSTONE upon receipt and approval of itemized invoices, which shall be sent to the City at least once per month. Invoices shall detail the number of calls conducted each day and include a breakdown of clinical staff hours required to support the monthly operation. The City will send payment in accordance with purchasing and procurement guidelines approved by the Department of Finance. KEYSTONE’s compensation will be commensurate with the $95 per hour fee schedule provided by KEYSTONE specifically for the City of Santa Monica. Changes to the fee schedule shall be sent to the Office of Emergency Management in writing prior to modifications. Modifications to the number of hours performed by the medical staff must be approved by the Office of Emergency Management or designated Risk personnel prior to increasing or decreasing hours. Further documentation of the proposed budget is herein described on the attached Proposal for Contact Tracing from Keystone Medical Resources, Inc. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 580 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 581 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) Exhibit C Insurance Requirements and Verifications Professional Liability Insurance Required Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1). 4. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 582 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica. Acceptability of Insurers DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 583 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement) Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. Claims Made Policies 1. If the Professional Liability policy provides “claims made” coverage: a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work. b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work. c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work. Verification of Coverage Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: FBFCD5C4-F538-44AD-9C56-A3EE4AE34B04 5.L.c Packet Pg. 584 Attachment: Keystone Original Agreement (5743 : COVID-19 Contact Tracing Agreement)