A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _____ day of __________, 2025, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
HOAG CLINIC, a California non-profit corporation,
DBA HOAG EXECUTIVE HEALTH,
hereinafter referred to as "CONTRACTOR."
ANAHEIM and CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:
WHEREAS, ANAHEIM 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 of Anaheim; and
WHEREAS, ANAHEIM desires to obtain the services of CONTRACTOR to provide occupational medical services, health examinations for Anaheim Fire & Rescue Hazmat and Anaheim Fire & Rescue Suppression personnel, including California Department of Transportation (DOT) physical exams; and
WHEREAS, CONTRACTOR possesses the skill, experience, ability, background, certification and knowledge to provide the services for the Project as described in this Agreement; and
WHEREAS, ANAHEIM has solicited and received a proposal from CONTRACTOR ("Proposal"), has reviewed the previous experience and evaluated the expertise of CONTRACTOR, and desires to retain CONTRACTOR to render professional services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
2 1. SERVICES TO BE PROVIDED BY CONTRACTOR
In compliance with all of the terms and conditions of this Agre ement, CONTRACTOR shall provide occupational medi cal services, health examinations for Anaheim Fire & Rescue Hazmat and Anaheim Fire & Rescue Suppression personnel, including California Department of Transportation (DOT) physical exams ("Services") for Anaheim Fi re & Rescue (“Department”). The Services are more particularly described in the Scope of Work , attached hereto as Exhibit “A” and incorporated herein by this reference ("Scope of Services").
ANAHEIM reserves the right to modify the Scope of Services in its sole discretion.
In the event of conflicting provisions, the provisions shall govern in the following order: (1) this Agreement; (2) Exhibits.
2. TERM
The term of this Agreement shall be from its Effectiv e Date, as defined in Section 38, for a period of three (3) years thereafter, unless termina ted sooner pursuant to Section 2 5 of this Agreement ("Initial Term"). This Agreement may be extended by t he Anaheim Fire Chief for two (2) additional one (1) year terms (the "Renewal Term"), with the extension to c ommence upon the expiration of the Initial Term, if ANAHEIM notifies CONTRACTOR in writing at least ten (10) days before that expiration of its intent to extend the Agreement (hereinafter the phrases "Initial Term" and "Renewal Term" shall be collectively referred to as the "Term").
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of th is Agreement and the Services shall be performed to completion in a reasonably diligent and timely manner. The failure by CONTRACTOR to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.
3.2 The time period(s) specified for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable ca uses beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, qu arantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, sabotage, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization or approval s from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONTRACTOR shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay, and may extend t he time for performing the Services for the period of the enforced delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused,
3 CONTRACTOR's sole remedy shall be an extension of th is Agreement pursuant to this Section and CONTRACTOR shall not be entitled to recover damages against ANAHEIM.
4. COMPENSATION
4.1 ANAHEIM shall pay CONTRACTOR for the Services satisfactorily rendered pursuant to this Agreement in accordance with the Fee Schedule attached hereto as Exhibit “B” and incorporated herein by this reference. CONTRACTOR and ANAHEIM agree that no changes to the Fees set forth in Exhibit “B” shall b e made during the T erm of this Agreement without the prior written authorization of the Fire Chief, or designee.
4.2 It is understood and agreed between the parties to this Agreement that full and complete payment for all Services provided in ac cordance with this Agreement as follows (“Total Compensation”):
Year 1 Not to Exceed: $353,450
Year 2 Not to Exceed: $297,700
Year 3 Not to Exceed: $353,450
Year 4 (if applicable) Not to Exceed: $297,700
Year 5 (if applicable) Not to Exceed: $353,450
4.3 The Fire Chief or designee is authorized to approve additional expenditures not to exceed ten percent (10%) for each Year amount indicated in the above Fee Schedule table (by way of example, 10% of Year 1 amount of $353,450 , 10 % of Year 2 amount, etc.), not included in the Scope of Work, if the Fire Chief or designee determines, in their sole discretion, (i) additional product or services of a like nature that were not foreseen by the using department at the time of bid are required by the CITY; (ii ) budget appropriations are available; and (iii) in the professional opinion of the Fire Chief or designee, it is in the City's best interest to do so.
.01 In no event shall CONSULTANT render Extra Work beyond the scope of this Agreement without the authorization of the Fire Chief or designee. .02 Except for the authority granted the Fire Chief or designee, as specifically provided herein, no additional Services or Extra Work beyond the scope of this Agreement shall be rendered by CONSULTANT unless the Extra Work is first approved by written amendment of this Agreement.
.03 As used herein, "Extra Work" means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Work and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
4 4.4 CONTRACTOR shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONTRACTOR's bills shall include the name o f the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay CONTRACTOR no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
4.5 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. ANAHEIM does not represent that said budget item will be actual ly adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordan ce with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
5. PROJECT MANAGER
5.1 CONTRACTOR shall designate a Project Manager, who shall coordinate the Services. This Pro ject Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. It is expressly understood that the experience, knowledge, capability and reputation of the Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the Project Manger shall be responsible during the Term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient time to personally supervise the provision of Services hereunder. The Project Manager may not be changed by CONTRACTOR and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of ANAHEIM.
5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall b e promptly removed from the Project by CONTRACTOR at the request of ANAHEIM. CONTRACTOR warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by Anaheim Fire & Rescue. The employees of the Anaheim Fire & Rescue shall be authorized to take the following actions pursuant to this Agreement:
(i) The Fire Chief is authorized to take any and all actions on behalf of ANAHEIM as set forth herein and to terminate services in accordance with Section 25 of this Agreement.
5 (ii) The Contract Administrator is authorized to take those specific acti ons set forth herein and review and approve all Services performed by CONTRACTOR under this Agreement, including any revisions to billing rates as further described in Section 4.5 above .
The Contract Administrator shall not be authorized to terminate Services under this Agreement.
7. STANDARD OF CARE
7.1 CONTRACTOR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR represents and maintains that it is skil led in the professional calling necessary to perform the Services. CONTRACTOR warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONTRACTOR certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
7.2 CONTRACTOR represents and warrants to ANAHEIM that it has, shall obtain, and shall kee p in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONTRACTOR to practice its profession. CONTRACTOR shall maintain a City of Anaheim business license during the term of this Agreement.
8. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR represents and warrants that CONTRACTOR: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should CONTRACTOR discover any latent or unknown cond itions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONTRACTOR shall immediately inform ANAHEIM of such fact and shall not proceed except at CONTRACTOR's risk until written instructions are received from ANAHEIM.
9. INDEPENDENT CONTRACTOR
9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONTRACTOR, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONTRACTOR's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role.
CONTRACTOR shall not at any ti me or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or a joint venture or a member of any joint enterprise with CONTRACTOR.
6 9.2 In consideration for the compensation paid to CONTRACTOR by ANAHEIM, CONTRACTOR agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensa tion, disability, retirement, life, unemployment, health or any other benefits and CONTRACTOR agrees that it shall not sue or file a claim, petition or application therefor e against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
10. INSURANCE
10.1 Without limiting ANAHEIM’s right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 and must include a Waiver of Subrogation
.02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability (if applicable), in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Any de ductible or self - insured retention in excess of $10,000 must be disclosed to ANAHEIM, in writing, at the inception of this Agreement and is subject to the acceptance of the City’s Risk Manager. .03 Automobile Liability Coverage, as required by California law, including-as applicable -owned, non -owned, and hired autos, in an amount not less than $2,000,000, combined single limit.
.04 Professional Liability, inclusive of Cyber Liability, in an amount not less than $2,000,000, and CONTRACTOR shall maintain s uch coverage for at least one (1) year from termination of this Agreement. Any deductible or self -insured retention in excess of $10,000 must be disclosed to ANAHEIM, in writing, at the inception of this Agreement and is subject to the acceptance of the City’s Risk Manager.
10.2. CONTRACTOR agrees that each insurance policy required by this Agreement shall not be voluntarily cancelled or otherwise limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Cler k, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days’ notice.
10.3. Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 “It is agreed that any insurance maintained by CONTRACTOR, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City of Anaheim.”
7 .02 “The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM -designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
10.4. Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreeme nt, CONTRACTOR shall provide ANAHEIM: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M.
Best’s rating of A VII or higher; or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have covera ge under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
10.5. In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance polic ies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order CONTRACTOR to stop work under this Agreement
and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.
10.6. In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure, and certify to ANAHEIM in writing that: (i) the acts or omissions of such persons or firms are covered under the above - referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agr eement (except for firms which are not performing professional services -such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
8 10.7. ANAHEIM’s Risk Manager is hereby authorized to amend or reduce the requirements set forth herein in the event such reduction is in ANAHEIM’s best interest.
11. INDEMNIFICATION
11.1 As respec ts acts, errors or omissions in the performance of professional services, CONTRACTOR agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of CONTRACTOR’s (or CONTRACTOR’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement, except those matters ari sing out of the sole negligence or willful misconduct of the City.
11.2. As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO -based general and automobile liability insurance coverage, CONTRACTOR agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’s (or CONTRACTOR's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.
11.3. The obligations set forth in this indemnification provision (i) shall be in effect without regard to wh ether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
12. PREVAILING WAGES
Where required pursu ant to the provisions of the State of California Labor Code or the Davis Bacon Act, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman needed to execute the work contemplated under this Agreement, shall be paid to all workmen employed on the work to be done according to this contract by CONTRACTOR or any approved Subcontractor, and shall be deemed to include employer payments for health and welfare, pension, vacation and similar purposes. If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, CONTRACTOR and Subcontractor, if any, shall pay the higher of the two rates. Said prevail ing rate of per diem wages are on file at the City of Anaheim, Office of the City Clerk, 200 South Anaheim Boulevard, Anaheim, California 92805, and are available to any interested party on request.
13. PROGRESS
CONTRACTOR is responsible for keeping the Pr oject Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of
9 the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONTRACTOR. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONTRACTOR.
15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services, if any, CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONTRACTOR shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor.
Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of AN AHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law.
ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between th e subcontractor and ANAHEIM pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 ANAHEIM shall furnish to CONTRACTOR such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.
16.2 All documents and materials furnished by ANAHEIM to CONTRACTOR pursuant to Section 16.1 shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or m aterial prepared or caused to be prepared by CONTRACTOR, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such mat erials in its discretion without further compensation to CONTRACTOR or any other party. CONTRACTOR shall, at CONTRACTOR's sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.
Documents and material prepared by CONTRACTOR pursuant to this Agreement are not intended or represented to be suitable for reuse by ANAHEIM or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written author ization from CONTRACTOR will be at ANAHEIM's
10 sole risk and without liability to CONTRACTOR. Further, any and all liability arising out of changes made to CONTRACTOR's deliverables under this Agreement by ANAHEIM or persons other than CONTRACTOR, is waived against CONTRACTOR and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONTRACTOR prior notice and has received from CONTRACTOR written consent for such changes.
17. CONFIDENTIALITY
All documents, including drafts, prelimin ary drawings or plans, notes, ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONTRACTOR unless ANAHEIM authorizes, in writing, the release of said information. Further, CONTRACTOR and its sub-contractors, interns, volunteer staff, etc., shall agree to maintain the confidentiality of all records including billings and any audio and/or video recordings, and shall at all times comply with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable federal, state and local laws
18. INTELLECTUAL PROPERTY INDEMNITY
CONTRACTOR shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for inf ringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONTRACTOR to ANAHEIM pursuant to this Agreement.
19. RECORDS
CONTRACTOR shall keep records and i nvoices in connection with the work to be performed under this Agreement. CONTRACTOR shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONTRACTOR under this Agreement. All such records and invoices shall be clearly identifiable. CONTRACTOR shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. CONTRACTOR shall allow inspection of all work, data, Documents, proceedings and activities related to this Agreement for a period of three (3) years from the date of final payment to CONTRACTOR under this Agreement.
20. WITHHOLDINGS
ANAHEIM may withhold payment to CONTRACTOR of any disputed sums until satisfaction of the dispute with respect to s uch payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONTRACTOR shall not discontinue work as a result of such withholding. CONTRACTOR shall have an immediate right to appeal to the C ity Manager or his Designee with respect to such disputed sums and his/her decision shall be final. CONTRACTOR shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
11 21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONTRACTOR which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONTRACTOR, the additional cost and expense shall be borne by CONTRACTOR. Nothing in this paragraph is intended to limit ANAHEIM's rights under the law or any other sections of this Agreement.
22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONTRACTORS
CONTRACTOR acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
23. CONFLICTS OF INTEREST
CONTRACTOR or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the “ Act”), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Services performed under this Agreement and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to th e Act, CONTRACTOR shall conform to all other requirements of the Act that may be applicable.
Failure to do so constitutes a material breach and is grounds for immediate terminat ion of this Agreement by ANAHEIM.
CONTRACTOR’s Services under this Agreement m ay now or in the future involve participation in governmental decision -making processes such that ANAHEIM deems it necessary to designate one or more of CONTRACTOR’s employees a filer of a Statement of Economic Interests (“Form 700 Filer”) under the Act. ANAHEIM shall make such designations based on the nature and scope of the Services and requirements of the Act. If CONTRACTOR’s employee(s) is designated a Form 700 Filer, such employee(s) shall file under Disclosure Category 1, unle ss otherwise directed by ANAHEIM, and shall periodically complete ethics training as required by ANAHEIM . CONTRACTOR shall at its own cost and expense ensure such employee’s compliance with these filing and ethics-training requirements.
CONTRACTOR shall ind emnify and hold harmle ss ANAHEIM for any and all claims for damages resulting from CONTRACTOR’s violation of this Section.
24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONTRACTOR to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
12 If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Anaheim Fire & Rescue
201 S. Anaheim Blvd, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-4008
To CONTRACTOR: HOAG CLINIC, a California non-profit corporation,
DBA HOAG EXECUTIVE HEALTH
Attention: Justin Davis, Vice President – Business Development [email protected]
(949) 566-8419
500 Superior Ave, Suite 200
Newport Beach, CA 92663
25. ENFORCEMENT OF AGREEMENT
25.1 Events of Default.
.01 For purposes of this Section 25, the word "Default" shall mean the failure of CONTRACTOR to perform any of CONTRACTOR's duties or obligations or the breach by CONTRACTOR of any of the terms and conditions set forth in this Agreement. In addition, CONTRACTOR shall be deemed to be in Default upon CONTRACTOR's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execu tion or seizure of all or a substantial portion of CONTRACTOR's assets or of CONTRACTOR's interests hereunder. .02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONTRACTOR specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM's obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not
13 be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
25.2 Immediate Termination for CONTRACTOR's Default. In the event of any Default by CONTRACTOR, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONTRACTOR of writ ten notice from ANAHEIM. In such event, CONTRACTOR shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
25.3 Termination without Cause. ANAHEIM may terminate this Agreement at any time without t he necessity of cause or Default by giving seven (7) days notice in writing to CONTRACTOR. In such event, the Parties shall have no further rights hereunder, except that CONTRACTOR shall be paid for all services adequately rendered prior to such terminati on.
CONTRACTOR may not terminate this Agreement except for cause.
26. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONTRACTOR shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
28. INTEGRATED CONTRACT
This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and CONTRACTOR with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONTRACTOR which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern.
30. INTERPRETATION
Each Party acknowledges that he / she / it has had the benefit o f advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
14 31. AMENDMENTS
This Ag reement may be modified or amended only by a written document executed by both CONTRACTOR and ANAHEIM and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circ umstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be a ffected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONTRACTOR herein shall be cumulative and are given without impa iring any other rights given ANAHEIM or CONTRACTOR by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONTRACTOR shall not exclude the exercise of any other remedy.
34. NO THIRD PARTY BENEFICIARIES
The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall gov ern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
36. DISCRIMINATION
CONTRACTOR agrees not to discriminate against any pers on or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provid es that CONTRACTOR offer accommodations or services to the public, such accommodations or services shall be offered by CONTRACTOR to the public on fair and reasonable terms.
15 37. AUTHORITY
Each individual executing this Agreement on behalf of a corporation , nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONTRACTOR shall, at ANAHEIM's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.
38. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM ("Effective Date").
[Signatures on Following Page]
16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal corporation
By:
“ANAHEIM”
ATTEST:
By:
City Clerk of Anaheim
DATE OF EXECUTION:
HOAG CLINIC, a California non-profit corporation,
DBA HOAG EXECUTIVE HEALTH
By:
Title:
Printed Name:
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Bryn M. Morley
Deputy City Attorney
Dated:
Attachments: Exhibit A
Exhibit B
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1 EXHIBIT A
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Exhibit A
Scope of Work
OVERVIEW
AF&R Suppression Personnel is comprised of approximately (247) firefighters, split over (3) shifts – A, B, and C with a daily workforce of (75) firefighters per shift. Each shift is 24 hours.
There are approximately (35) Firefighters and Community Risk Reduction Officers from the Suppression Personnel/Non-Suppression that make up the Hazmat Team.
OBJECTIVES
The objectives for the Annual Firefighter Fitness and Medical Examinations include the following:
Physical/Medical Examinations (Required Testing)
1. Annual Suppression Physical Examination
2. Annual Suppression Physical Examination and Ultrasound
3. Annual Suppression Physical Examination and Full Body CT Scan
4. Annual Hazmat Physical Examination and Heavy Metal Testing and Chest X-ray
Physical/Medical Examinations (Add-on Testing)
1. Abdominal, Echocardiogram, Neck Ultrasound
2. Full Body CT Scan
3. California DMV Exam
4. Heavy Metal and Specific Exposure Screening
5. Galleri Blood Test
6. Urinalysis
7. Vision Tests
8. Hearing Tests
9. Pulmonary Function Test
10. VO2 Max Gas Exchange
11. Resting EKG
To achieve these objectives, the following scope of work must be met.
A. Facility
• Operational readiness of AF&R units is of utmost importance when sending personnel to their exams. Medical treatment facilities should be centrally located, easily accessible, and within the AF&R service area, or within 25 miles of Anaheim. They should be sufficiently equipped to provide requested services, additionally, the facility location(s) should have easy access for parking fire apparatus and provide designated parking spaces for AF&R.
• It would be optimal for the facility/location(s) used to perform medical evaluations to be structured so that all components of the examinations can be carried out at one strategic location.
• X-ray equipment* (or provide means to get access to)
• Audiometric testing equipment* operated by a certified audiometric technician or other qualified medical professional
• Vision testing equipment*
• Laboratory services (or provide means to get access to) • Private examining room(s)
*All equipment required to meet this RFP shall be maintained to current standards and specifications established by the manufacturer and any applicable regulatory agency.
B. Service Hours and Appointment Scheduling
• Appointments shall be scheduled during the week, Monday through Friday (weekdays), in three-hour blocks with up to four personnel scheduled at each appointment time. On average, Anaheim Fire & Rescue will schedule approximately 1-2 appointments per day. These appointments should be during normal business hours. Occasionally, there are times where there may be less than four personnel attending at the allotted appointment time.
• There is no specific requirement on weekdays or time frames, so Bidders can propose an appointment model that will meet the scheduling needs of AF&R. AF&R is seeking an exam provider to have more accessibility and flexibility so that AF&R can meet the goal of each firefighter member having an exam annually. AF&R responds to various emergency response activities and it may be necessary for AF&R personnel to miss scheduled physical exams. AF&R is requesting that prospective Bidders provide a “no- show” cost model that takes into consideration these unplanned activities so AF&R does not pay for the full cost of the missed scheduled exams. AF&R is also requesting Bidders propose a make-up exam process in the circumstance that appointments are missed.
C. Performance Standard
AF&R has established performance standards that will be used to ensure that contract related performance objectives are met. The Contractor is expected to follow standard and consistent medical protocols in providing medical services. These standards will be included in the contract for services and will have quantifiable and auditable measures which will be measured by review of a random selection of records.
Some measures included are:
• Monitoring and qualification exams (not including lab work, tests or procedures that do not generate immediate output) are completed within 90 minutes. • Medical supplies and pharmaceuticals are effectively managed and controlled. • Equipment is properly calibrated and documented, by way of periodic reviews. • Medical records contain all pertinent information, such as: the purpose of the exam, findings, proper signatures, and medical clearance/limitations are consistent with exam findings.
• Customer satisfaction with services measured by patient surveys.
D. Confidentiality
The Contractor and its sub-contractors, interns, volunteer staff, etc., shall agree in writing to maintain the confidentiality of all records including billings and any audio and/or video recordings, and shall at all times comply with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable federal, state and local laws.
E. Quality Control
For the purpose of contract compliance and quality of service, the Contractor shall agree to allow AF&R authorized representatives to conduct on-site visits of facility locations. In the event that the site visit reveals any non-compliance with the terms of the RFP or non-compliance with applicable State and Federal laws, AF&R may terminate the contract as specified in the RFP or direct the contractor to implement corrective action.
F. Records, Reports, And Data Management
The Contractor will maintain medical exam evaluation records as required in a confidential manner and as required by law. Medical exam written test results concerning health risks and status shall be provided to the firefighter, as soon as possible. Additionally, the Contractor will provide a non-personalized exam usage report when an invoice is delivered to AF&R.
G. Individualized Health Risk Appraisal
Written feedback to firefighter personnel concerning risks and health status is required following the physical examination, preferably included in a take-home packet that is given to firefighter personnel at the end of the exam. Individualized health-risk appraisals must include questions that attempt to accurately measure the firefighter’s perception of his/her health status. Reporting findings, risks – and suggesting plans for modifying risks – improves the physician-patient relationship to help firefighters take a more direct role in their health status.
H. Service
ANNUAL PHYSICAL EXAMINATION
The Annual Physical Examination will include but is not limited to:
• Vital signs
• Head, neck, eyes, ears, nose, and throat
• Thyroid gland: inspection and palpation
• Pulmonary: inspection, auscultation, percussion, and palpation • Cardiovascular*: inspection, auscultation, percussion, and palpation • Gastrointestinal: inspection, auscultation, percussion, and palpation • Cancer screening
• Hernia exam (for males)
• Lymph nodes exam: cervical and axillary
• Neurological exam and assessment of major cranial/peripheral nerves, motor and sensory systems, and reflexes
• Musculoskeletal: overall assessment of joint ranges of motion • Blood Analysis: CBC with differential, electrolytes, renal function, liver function, glucose, total protein, albumin, calcium, potassium, carbon dioxide, cholesterol, and hemoglobin A1c
• Fitness: functional movement screening, aerobic capacity, muscular strength and endurance
*Contractor will offer multiple cardiovascular test options including but not limited to exercise stress tests (treadmill), pharmacologic stress tests, etc. If positive cardiovascular findings are discovered, Contractor will provide pricing and 24-hour scheduling for additional cardiovascular diagnostics (ex: stress echocardiogram).
ABDOMINAL, ECHOCARDIOGRAM, NECK ULTRASOUND
Abdominal, Echocardiogram, Neck Ultrasound Tests will include but is not limited to:
• Abdominal: liver, gallbladder, kidneys, pancreas
• Echocardiogram: blood flow, valves, chambers, etc.
• Neck: blood flow, plague buildup, blockage/narrowing, etc.
FULL BODY CT SCAN
Full Body CT Scan Test will include but is not limited to:
• Heart, lungs, liver, kidneys, bones, etc.
In addition, please recommend cadence per age group for this test.
CALIFORNIA DMV EXAM
AF&R has personnel who require the California DMV exam which includes:
• DMV exam Medical Providers must be certified by the National Registry of Certified Medical Examiners and follow all current DMV guidelines • Review of DMV questionnaire
• California DOT physical exam
• Complete the required forms
• Bidder to submit required DMV forms to DMV
HEA VY METAL AND SPECIFIC EXPOSURE SCREENING
An exposure history will be obtained and reviewed to assess potential exposures to heavy metals, pesticides, and other potential hazards. All Anaheim Fire & Rescue sworn personnel may receive a baseline Heavy Metal Screening Test. The actual number of heavy metal screening test per year will vary. In your submitted proposal, please provide itemized pricing per heavy metal screening test. Biological specimens (blood or urine) may be obtained as indicated to evaluate exposures:
• Urine: arsenic, mercury, and lead
• Blood: lead, RBC cholinesterase
BLOOD TEST FOR CANCER SCREENING
Multi-cancer Early Detection (MCED) Tests
• Galleri blood test
In addition, please recommend cadence per age group for this test.
URINALYSIS
Urinalysis will include but is not limited to:
• Microscopic includes: WBC, RBC, WBC casts, RBC casts, and crystals
VISION TESTS
Vision Tests will include but is not limited to:
• Assessment of vision must include evaluation of distance, near, peripheral, and color vision.
• Recognize individual risks for common visual disorders including cataract, macular degeneration, glaucoma, and diabetic retinopathy.
HEARING TESTS
Hearing Tests will include but is not limited to:
• Hearing assessed in each ear at the following frequencies: 500 Hz, 1000 Hz, 3000 Hz, 4000 Hz, 8000 Hz. Results should be corrected for age as permitted by OSHA. It is recommended that all audiograms should be done with no exposure to industrial noise for 14 hours.
PULMONARY FUNCTION TEST
Pulmonary Function Tests will include but is not limited to:
• Conducted to measure member’s forced vital capacity (FVC), forced expiratory volume in 1 second (FEV1), and the FEV1/FVC ratio.
VO2 MAX GAS EXCHANGE
VO2 Max Gas Exchange Tests will include but are not limited to:
• Measure member’s peak VO2 to define limits of cardiopulmonary function.
RESTING EKG
Resting EKG will include but is not limited to:
• 12 Lead EKG
1 EXHIBIT B
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Exhibit B
Fee Schedule
Each ANAHEIM Suppression Personnel (Firefighter) is offered an annual fitness and me dical examination to include a physical or a full body scan. The annual exam could also include lesser versions of each to include but is not limited to ultrasounds, blood work, or other Alternate Medical / Physical Exams listed in the table below. Each ANAHEIM Hazmat Pers onnel (Firefighters and Community Risk Reduction Officers), due to their increased risk to toxic and contaminated environments, will require additional testing.
Each of the items available are listed below in the fee schedule and will be billed according to the rates listed. The CONTRACTOR will be given a list of qualified Personnel and what services they will be provided. Any changes to these services shall be approved by the program manager.
Medical / Physical Exam
Description of Service Estimated Quantities* Unit Cost
Suppression Personnel
Annual Suppression Physical Exam 247 $1,150.00
Annual Suppression Physical Exam and Ultrasound
(scan offered every other year)
60 $1,675.00
Annual Suppression Physical Exam and Full Body CT
Scan (scan offered every other year)
50 $1,675.00
Hazmat Team
Annual Hazmat Physical Exam and Heavy Metal Testing
and Chest X-ray
35 $1,450.00
Alternate Medical / Physical Exam
Description of Service Estimated Quantities Unit Cost
Ultrasound N/A $500.00
Full Body CT Scan N/A $525.00
California DMV Exam N/A $400.00
Heavy Metal and Specific Exposure Screening N/A $300.00 Galleri Blood Test N/A $800.00
Urinalysis N/A $20.00
Vision Tests N/A $50.00
Hearing Tests N/A $50.00
Pulmonary Function Test N/A $75.00
VO2 Max Gas Exchange N/A $350.00
Resting EKG N/A $65.00
*Estimated based on current number of Firefighters and is subject to increase or decrease.