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
CALIFORNIA FORENSIC PHLEBOTOMY, INC.,
a California corporation, 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 has a need to obtain blood samples from subjects, including victims, at its detention facility or other designated sites in Orange County in the course of its law enforcement activities; and
WHEREAS, on July 16, 2025, ANAHEIM, on behalf of the Anaheim Police Department, issued a Request for Proposal to secure a contractor to take blood and urine samples, maintain chain of custody in accordance with standard rules of evidence, and appear in court or elsewhere at the request of ANAHEIM to testify regarding tests performed (the “RFP”), which CONTRACTOR responded to on August 20, 2025 (the “Proposal”).
WHEREAS, ANAHEIM has reviewed the Proposal and determined that CONTRACTOR is qualified to perform the Services described in the Proposal and is accordingly entering into an Agreement with CONTRACTOR to do so.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SERVICES TO BE PERFORMED BY CONTRACTOR
A. CONTRACTOR shall provide one or more employees who shall remain available and on call at all times, 24 hours a day, seven days a week, and who shall conduct blood and urine tests at ANAHEIM’s request. Each such employee shall be a registered or licensed nurse or a certified phlebotomy technician.
B. CONTRACTOR's employees shall, upon request of ANAHEIM, take blood and urine samples, conduct tests, maintain chain of custody in accordance with standard rules of evidence, and appear in court or elsewhere at the request of ANAHEIM to discuss or testify regarding the taking of samples, tests made, and results thereof.
C. CONTRACTOR agrees to respond within one hour to any Orange County location requested by ANAHEIM.
D. All tests shall be conducted in accordance with the direction and procedures prescribed by the Orange County Sheriff Department, Forensic Science Services Division, and all evidence shall be delivered to the Orange County Crime Lab. Services hereunder shall be performed only by employees of CONTRACTOR approved as acceptable to ANAHEIM, and ANAHEIM may refuse to permit tests to be made or conducted by an employee of CONTRACTOR considered by ANAHEIM, in its sole discretion, to be unacceptable.
2. TERM OF AGREEMENT
The term of this Agreement shall be one (1) year, from October 20, 2025, to October 21, 2026 ("Initial Term"). This Agreement may be renewed by ANAHEIM, at ANAHEIM's sole option (subject to the provisions of Paragraph 6 hereof), for up to four (4) one- year terms ("Renewal Term") at a price to be negotiated, but in no event to exceed the Consumer Price Index for medical care services for U.S. cities. ANAHEIM's Police Chief is hereby authorized to exercise ANAHEIM's option to renew this Agreement by giving written notice of such renewal to CONTRACTOR not less than thirty (30) days prior to expiration of the Initial Term or the current Renewal Term.
3. COMPENSATION
During the Initial Term of this Agreement, ANAHEIM shall pay CONTRACTOR for professional services rendered pursuant to this Agreement at the rates set forth in the pricing proposal attached hereto as Exhibit A . If ANAHEIM elects to renew the Agreement, CONTRACTOR's rate during the Renewal Term shall be at a price to be negotiated, but in no event to exceed the Consumer Price Index for relevant medical care services for U.S. cities.
CONTRACTOR'S rate includes any court appearances related to a response. In addition, charges shall be made only on the basis of blood samples drawn, and CONTRACTOR will not separately charge for each test performed on blood from a single sample. CONTRACTOR guarantees satisfactory service, and ANAHEIM shall not be responsible to pay compensation for any services with which ANAHEIM is not entirely satisfied.
It is understood by and agreed between the parties to this Agreement that full and complete payment for all services provided in accordance with this Agreement shall not exceed the sum of Five Hundred Thousand Dollars ($500,000.00) (“Contract Amount”).
4. BILLING AND PAYMENT PROCEDURES
ANAHEIM agrees to pay CONTRACTOR for work satisfactorily performed within thirty (30) days after receipt of a statement from CONTRACTOR describing such work.
5. TERMINATION OF AGREEMENT
ANAHEIM may terminate this Agreement with or without cause upon giving CONTRACTOR at least fifteen (15) days' prior written notice. If this Agreement is terminated without cause, CONTRACTOR will be paid for costs incurred and actual services satisfactorily performed for ANAHEIM up to and including the date of termination.
6. INSURANCE
6.1 Without limiting ANAHEIM's right to indemnification, it is agreed that CONSULTANT 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 statutes and Employers Liability Insurance in an amount not less than One Million Dollars ($1,000,000.00) per occurrence.
.02 Comprehensive General Liability Insurance, or Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractors' Liability (if applicable), in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of more than $10,000 per occurre nce, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
.03 Comprehensive Automobile Liability Coverage including- as applicable-owned, non -owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law. .04 Professional Liability Insurance providing coverage on a claims made basis for errors, omissions or malpractice with limits of not less than two million dollars ($2,000,000.00).
6.2 ANAHEIM's Risk Manager is hereby authorized to reduce the requirements set forth above in the event he or she determines that such reduction is in ANAHEIM's best interest.
6.3 Each insurance policy required by this Agreement shall contain the following clause (or a clause of similar effect):
"This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days' prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805."
6.4 Each insurance policy required by this Agreement, excepting policies for workers' compensation and professional liability, shall contain the following clauses (or clauses of similar effect):
"It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contributory with, any insurance or self-insurance maintained by the City of Anaheim."
"The City of Anaheim, its officers, agents, employees, representatives and volunteers are added as additional insureds as respects operations or activities of, or on behalf of the named insured, performed under contract with the City of Anaheim."
6.5 Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide to ANAHEIM endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by ANAHEIM, it shall be CONSULTANT's responsibility to see that ANAHEIM receives documentation acceptable to ANAHEIM which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company.
Insurance required hereunder shall be placed with insurers reasonably acceptable to ANAHEIM.
Also, ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.
In addition to any other remedies ANAHEIM may have if
CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; .02 Instruct CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
.03 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 CONSULTANT's failure to maintain insurance or secure appropriate endorsements.
6.6 Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT's (or CONSULTANT's contractors/subcontractor's, if any) performance of the work covered under this Agreement.
7. INDEMNIFICATION
7.1 As respects acts, errors or omissions in the performance of professional services, CONSULTANT 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, arising directly out of CONSULTANT’s (or CONSULTANT’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.
7.2 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, CONSULTANT 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 CONSULTANT’s (or CONSULTANT's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.
8. INDEPENDENT CONTRACTOR
CONTRACTOR is at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of ANAHEIM.
9. NON-EXCLUSIVITY
This Agreement shall be nonexclusive in that ANAHEIM may contract with other persons, firms, or corporations to provide same or similar services to those called for therein, and CONTRACTOR may engage in performing the same or similar service for other public entities and individuals; provided, however, that CONTRACTOR shall not perform such services for other public entities or individuals under circumstances in which a possibility exists that CONTRACTOR shall be required to provide testimony as to conduct, analysis and result of such test in opposition to the same or similar tests conducted by it on behalf of ANAHEIM.
10. COMPLIANCE WITH LAWS
In the performance of this Agreement, CONTRACTOR shall abide by and conform to any and all applicable laws of the United States, the State of California and the City Charter and Ordinances of ANAHEIM.
11. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. If any portion of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid
12. DESIGNATION OF AGENT
The Chief of Police of ANAHEIM shall be responsible for the administration of this Agreement for the City of Anaheim and is authorized to take all actions on behalf of ANAHEIM provided for in this Agreement, as long as they do not increase the Contract Amount set forth in paragraph 3 above.
13. WAIVER
No waiver or failure to exercise any right, option or privilege under the terms of this Agreement on any occasion shall be construed to be a waiver of any other right, option or privilege on any other occasion.
14. ASSIGNMENT
Neither CONTRACTOR nor ANAHEIM may assign or transfer this Agreement, or any part thereof, without the written consent of the other party.
15. NOTICES
Notices and communication concerning this Agreement shall be sent to the following addresses:
ANAHEIM CONTRACTOR
City of Anaheim California Forensic Phlebotomy Inc,
Attention: City Clerk Robert J. Vega, CEO & President 200 S. Anaheim Boulevard 8285 E. Santa Ana Canyon Rd. Ste 135-274 Anaheim, CA 92805 Anaheim Hills, CA 92808
Anaheim Police Department
Attention: Detentions Lieutenant
425 S. Harbor Blvd.
Anaheim, CA 92805
Either party may, by notice to the other party, change the address specified above.
Service of notice or communication shall be complete when received at the designated address.
16. ENTIRE AGREEMENT
This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto.
17. PARTIAL INVALIDITY
If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable. The parties shall agree, if reasonably practicable, upon provisions which are equivalent from an economic point of view to replace any provision which is determined to be invalid.
18. NO THIRD-PARTY RIGHTS
The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established herein.
19. AUTHORITY
CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
20. EFFECTIVE DATE
The effective date of this Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event CONTRACTOR fails to set forth a date of execution opposite the name(s) of CONTRACTOR's signator(s), CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the date of execution by CONTRACTOR's signator(s) as the dat e said Agreement, as executed by CONTRACTOR, is received by ANAHEIM.
[SIGNATURES ON FOLLOWING PAGE]
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:
ATTEST:
By:
City Clerk
“ANAHEIM”
Date of Execution
By:
Printed Name
Title
"CONTRACTOR"
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin A. Pelletier
Chief Assistant City Attorney
Dated:
155303v.2
Exhibit A (Pricing Proposal)