1 AGREEMENT
THIS AGREEMENT (“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
BLUEWAVE HEALTH NURSING, a Professional Nursing corporation, hereinafter referred to as "CONSULTANT".
ANAHEIM and CONSULTANT 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 engage CONSULTANT to provide medical services through a Nurse Practitioner assigned to support the Advanced Provided Response Unit initiative to support the Mobile Integrated Healthcare (MIH) and Medication -Assisted Treatment (MAT) teams, in coordination with other Emergency Medical Services delivered by the Anaheim Fire & Rescue, as more fully described herein (the “Project”); and WHEREAS, CONSULTANT represents that he/she is a trained Nurse Practitioner qualified to perform the professional consulting services described in this Agreement and WHEREAS, ANAHEIM has solicited and received a proposal from CONSULTANT, has reviewed the previous experience and evaluated the expertise of CONSULTANT, and desires to retain CONSULTANT to render professional services under the terms and conditions set forth in this Agreement.
2 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 PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agree ment, CONSULTANT shall provide medical services through a Nurse Practitioner assigned to support the Advanced Provided Response Unit initiative to support the Mobile Integrated Healthcare (MIH) and Medication-Assisted Treatment (MAT) teams, in coordination with other Emergency Medical Services delivered by the Anaheim Fire & Rescue (the “Services”). 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.
2. TERM
The term of this Agreement shall commence on the date this Agreement is executed by ANAHEIM and shall terminate one (1) year thereafter, unless sooner terminated as provided herein ("Initial Term"). Fire Chie f is hereby authorized to renew this Agreement upon the same terms and conditions for no more than two (2) additional one (1) year terms after the Initial Term ("Renewal Term"), unless CONSULTANT provides written notice of termination no less than thirty (30) days prior to completion of the term in progress (hereinafter the phrases “Initial Term” and “Renewal Term,” if any, shall be collectively referred to as the “Term").
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of this A greement and the Services shall be performed to completion in a diligent and timely manner. The failure by CONSULTANT 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 causes beyond the control and without the fault or negligence of CONSULTANT, including, but not restricted to, ac ts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturb ance or disobedience, labor dispute, labor or 3 material shortage, sabotage, government priorities, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization or approvals 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 CONSU LTANT 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 the 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, CONSULTANT’s sole remedy shall be an extension of the Agreement, pursuant to this Section, and CONSULTANT shall not be entitled to recover damages against ANAHEIM.
4. COMPENSATION
4.1 ANAHEIM shall pay CONSULTANT for the Services rende red pursuant to this Agreement at the rates set forth in the Fee Schedule attached hereto as Exhibit "B" and incorporated herein by this reference.
4.2 ANAHEIM also agrees to reimburse CONSULTANT for reasonable out - of-pocket expenses. CONSULTANT shall not be reimbursed for any other expenses unless the reimbursable expense is first approved in writing by ANAHEIM.
4.3 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, including, but not limited to, all reimbursable expenses, shall not exceed Seventy-Five Thousand Dollars and No/100 Cents ($75,000.00) (“Contract Amount”).
4.4 No Extra Services shall be rendered by CONSULTANT, unless such Extra Work is first approved by written amendment to this Agreement. As used herein, “Extra Work” means any work that is de termined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation f or any authorized Extra Work billed on a time and expense basis shall be paid in accordance with billing rates set forth in the Schedule of Compensation. 4 4.5. CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed in the preceding monthly. CONSULTANT’s bills shall include the name of the person(s) 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, and a description of any reimbursable expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
4.6 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 actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall be accrued to ANAHEIM in the eve nt this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
5. LEAD MEDICAL CONSULTANT
CONSULTANT has designated Dr. Robert Katzer to be the Supervising Physician within his/her role as Lead Medical Consultant (LMC). The LMC 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 foregoing LMC is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the foregoing LMC shall be responsible during the Term of this Agreement for directing all acti vities of CONSULTANT and devoting sufficient time to personally conduct the provision of Services hereunder. The foregoing LMC may not be changed by CONSULTANT and no other personnel may be assigned to supervise or perform the Services to be provided hereunder without the express written authorization of the AF&R Fire Chief.
6. ADMINISTRATION
This Agreement will be administered by City of Anaheim Fire & Rescue. The Project Administrator shall have the power to act on behalf of ANAHEIM for review and approval of all Services performed by CONSULTANT under this Agreement. The Project Administrator shall not be authorized to approve Extra Work or terminate Services under this Agreement. The 5 Fire Chief (“Department Head”) is authorized to take any action granted the Project Administrator, replace the Project Administrator by notifying CONSULTANT in writing and terminate Services in accordance with Section 24 of this Agreement.
7. STANDARD OF CARE
7.1 CONSULTANT shall perform all Services under this Agre ement 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. CONSULTANT represents and maintains that it is skilled in the professional c alling necessary to perform the Services. CONSULTANT warrants that all employees and sub -consultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT 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 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep 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 CONSULTANT to practice its profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.
8. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT represents and warrants that CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully co nsidered 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 CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except at CONSULTANT’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 CONSULTANT, 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 6 CONSULTANT’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT 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. CONSULTANT shall not at any time 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 CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT.
9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disabili ty, retirement, life, unemployment, health or any other benefits, and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor 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 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 law and Employers Liability Insurance in an amount not less than $1,000,000. .02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Pers onal 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 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. .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 if required, in an amount not less than $2,000,000, and Provider shall maintain such coverage for at least o ne (1) 7 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.
CONSULTANT agrees that CONSULTANT is financially responsible and legally liable to pay/satisfy any applicable deductible or SIR for CONSULTANT’s insurance.
CONSULTANT agrees that no deductible or SIR shall apply to or be paid by the CITY.
10.2 CONSULTANT agrees t hat 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 Clerk, City of Anaheim, 200 S.
Anaheim Blvd., An aheim, 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, accepting 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 CONSULTANT, pursuant to this Agreement, shall be primary to, and not contribute with, any insur ance or self - insurance maintained by the City of Anaheim.”
.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 activi ties 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, CONSULTANT 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 Agreement, CONSULTANT 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 8 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 coverage 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 CONSULTANT shall ful ly 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 CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and wi thin the time herein required, ANAHEIM may, at its sole option:
.01 Order 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; 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 CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.
10.6 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, if any) performance of the work covered under this Agreement.
10.7 In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure, and certify to ANAHEIM in writing that: (i) the acts or o missions 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 CONSULTANT under this Agreement (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, CONSULTANT shall provide, or cause to be provided, ev idence of such insurance coverage, reasonably acceptable to ANAHEIM.
10.8 ANAHEIM’s Risk Manager is hereby authorized to reduce or amend the requirements set forth herein in the event any customer generated request for amendment or 9 reduction in coverage is in ANAHEIM’s best interest.
11. INDEMNIFICATION
11.1 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.
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, 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, defe nse 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, relative to thi s 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 whether or not ANAHEIM, CONSULTANT, 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. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
13. 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 CONSULTANT.
Neither the whole nor any interest in, nor any of the rights or privileges granted under this 10 Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, sub use, 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 CONSULTANT.
14. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services, if any, CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONSULTANT 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 ANAHEIM 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 the subcontractor and ANAHEIM pursuant to this Agreement.
15. USE AND OWNERSHIP OF DOCUMENTS AND DATA
15.1 ANAHEIM shall furnish to CONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.
15.2 All documents and materials furnished by ANAHEIM to CONSULTANT, Section 15.1, shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, 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 materials i n its discretion without further compensation to CONSULTANT or any other party. CONSULTANT shall, at CONSULTANT’s sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.
15.3 Documents and material prepared by CO NSULTANT, pursuant to this Agreement, are not intended or represented to be suitable for reuse by ANAHEIM or others on 11 any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written author ization from CONSULTANT will be at ANAHEIM’s sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by ANAHEIM or persons other than CONSULTANT, is waived against CONSULTANT and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.
16. CONFIDENTIALITY
All documents, including drafts, prelim inary drawings or plans, notes, ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing, the release of said information.
17. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.
18. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT 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 CONSULTANT under this Agreement.
All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any o ther documents created, pursuant to this Agreement, during regular business hours.
CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final p ayment to CONSULTANT under this Agreement.
12 19. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums.
CONSULTANT 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.
20. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
21. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT 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.
22. CONFLICTS OF INTEREST
CONSULTANT 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 the Act, CONSULTANT 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 termination of this Agreement by ANAHEIM.
CONSULTANT’s Services under this Agreement may now or in the future involve participation in governmental decision-making processes such that ANAHEIM deems it necessary to designate one or more of CONSULTANT’s employees a filer of a Statement of Economic Interests (“Form 700 Filer”) under the Act. ANAHEIM shall make such designations based on 13 the nature and scope of the Services and requirements of the Act. If CONSULTANT’s employee(s) is designated a Form 700 Filer, such employee(s) shall file under Disclosure Catego ry 1, unless otherwise directed by ANAHEIM, and shall periodically complete ethics training as required by ANAHEIM. CONSULTANT shall at its own cost and expense ensure such employee ’s compliance with these filing and ethics-training requirements.
CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.
23. 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 CONSULTANT 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:
If to ANAHEIM: ANAHEIM Secretary/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
Fire Chief
City of Anaheim
201 S. Anaheim Blvd, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-4008
To CONSULTANT: BlueWave Health Nursing
Attention: Veronica Dallal-Aryan
24. ENFORCEMENT OF AGREEMENT
24.1 Events of Default.
.01 For purposes of this Section 24 , the word “Default” shall mean the failure of CONSULTANT to perform any of CONSULTANT’s duties or obligations or the breach
14 by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT’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, execution or seizure of all or a substantial portion of CONSULTANT’s assets or of CONSULTANT’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 CONSULTANT 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 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.
24.2 Immediate Termination for CONSULTANT’s Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
24.3 Termination Without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days’ notice in writing to CONSULTANT. In such event, the Parties shall have no further rights hereunder, except that CONSULTANT shall be paid for all services adequately rendered prior to such termi nation.
CONSULTANT may not terminate this Agreement except for cause.
25. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, includin g federal, state, 15 county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
26. 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.
27. INTEGRATED CONTRACT
This Agreement and the Exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, sta tement or promise made by either ANAHEIM or CONSULTANT 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.
28. 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.
29. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of 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.
30. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.
31. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance 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 affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16 32. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.
33. NO THIRD-PARTY BENEFICIARIES
The Parties intend that neither 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.
34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern 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.
35. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person 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 provides that CONSULTANT offer accommodations or services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.
36. AUTHORITY
Each individual exec uting 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. CONSULTANT shall, at ANAHEIM’s request, deliver a certified copy of it governing board’s resolution or certificate authorizing or evidencing such execution.
37. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM (“Effective Date”).
17 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
DATE: ______________________ a municipal corporation
By:______________________________
ATTEST:
By: _____________________
City Clerk of Anaheim
DATE: ______________________ BLUEWAVE HEALTH NURSING, a Professional Nursing corporation
By: _____________________________________
Printed Name: _____________________________
Title: ___________________________________
“CONSULTANT”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: __________________________________
Bryn M. Morley
Deputy City Attorney
156785
Attachments: Exhibit A – Scope of Services
Exhibit B – Fee Schedule
18 EXHIBIT A – SCOPE OF WORK
Exhibit A – Scope of Work
Overview
Anaheim Fire & Rescue is hiring a nurse practitioner to join its frontline Mobile Integrated Health (MIH) team, which is focused on opioid response and behavioral health in the community. You’ll operate alongside Fire Captain-Paramedic, responding to non-emergent calls, following up with overdose survivors, and linking vulnerable patients to real care—not just a hospital bed.
This position is part of Anaheim’s innovative (MIH) strategy and is partially funded through national opioid settlement resources. The Advanced Medical Care Provider will directly contribute to the implementation of evidence-based practices outlined in the opioid abatement agreement.
The Medical Care Provider is responsible for provision of healthcare services in the field, including assessment, diagnosis, and treatment of patient health in a 911-based response system.
• Operation within approved healthcare service protocols and quality assurance standards.
• Performance of diagnostic procedures, medication-assisted treatment (MAT), case management services, and referral coordination.
• Linkage of individuals experiencing substance use disorders, behavioral health crises, or social instability with appropriate medical, behavioral, and recovery- oriented services.
• Distribution and education surrounding the use of naloxone and other opioid overdose reversal agents.
• Participation in wraparound care planning for justice-involved individuals, pregnant/postpartum women, or those impacted by opioid use disorder (OUD). • Support of harm reduction strategies, follow-up care after nonfatal overdose, and data collection to evaluate program outcomes.
This role is aligned with the City’s broader goals of expanding field-based medical care, improving access to treatment, and preventing unnecessary emergency department utilization—all while addressing the systemic impact of the opioid crisis.
DISTINGUISHING CHARACTERISTICS:
The Medical Care Provider (Nurse Practitioner or Physician Assistant) is a stand-alone classification. These classifications are distinguished from other classifications by the responsibility for development and provisions of Emergency Medical Services (EMS) and Continuous Quality Improvements (CQI). The Medical Care Provider will perform physical Exhibit A – Scope of Work
examinations, diagnosis and treatment of both chronic and episodic disorders including complications of otherwise normal processes while in the field to maximize the proper treatment and disposition of the patient as approved by the agency medical director.
ESSENTIAL DUTIES AND RESPONSIBILITIES:
CONTRACTOR shall perform the following duties and have the following responsibilities:
ADMINISTRATIVE ROLE
• Ensures effective communication and operations between prehospital staff, medical director, AF&R administration, primary physicians, and receiving facilities. • Assists with continuing development of the AF&R NP role • Assists with writing program policy and procedures
• Assists in data collection, analysis, and review of Emergency Medical Services (EMS) NPRU Program performance.
ASSESSMENT OF HEALTH STATUS
• Obtains a relevant health and medical history.
• Performs a physical examination based on age and history. • Performs medication, reconciliation/review with patient/family • Performs and/or orders preventive and diagnostic procedures based on the patient's age and history.
• Identifies health and medical risk factors.
• Identifies issues in the home.
• Identifies chronically ill patients who will need home visits.
DIAGNOSIS
The NP makes a diagnosis by:
• Utilizing critical thinking in the diagnostic process • Ordering and executing appropriate diagnostic tests
• Discussing relevant findings with members of the health care team • Synthesizing and analyzing the collected data
• Formulating a differential diagnosis based on the history, physical examination, and diagnostic test results
DEVELOPMENT OF A TREATMENT PLAN
The NP , together with the Medical Director, primary physician, case manager, patient and family, will establish a mutually acceptable plan of care that maximizes health potential.
Formulation of the treatment plan includes:
• Medication reconciliation
• Ordering additional diagnostic tests as indicated
Exhibit A – Scope of Work
• Monitoring progress towards goals
• Selecting appropriate pharmacologic and non-pharmacologic interventions • Developing a patient education plan
• Appropriate referral/consultation/transfer of care
• Appropriate communication to the primary care physician, case manager, social worker, etc.
• Consistent with the Orange County EMS Agency’s Pre-hospital policies and/or AF&R policies, and/or as stated in written NPRU Program
IMPLEMENTATION OF THE PLAN
Actions by the NP are:
• Individualized
• Consistent with the appropriate plan of care
• Based on scientific principles, theoretical knowledge and clinical expertise • Consistent with teaching and learning opportunities for patient and caregiver. And consistent with the Orange County EMS Agency’s Pre-hospital policies and/or AF&R policies
Actions include:
• Working closely with the patient, family, primary physician, and local resources • Communication with patients' primary treating physicians • Collaboration among interdisciplinary team members in the plan of care • Documentation of assessment and findings in the medical record • Accurate ordering and interpretation of diagnostic tests • Prescription of pharmacologic agents and non-pharmacologic therapies • Provision of relevant patient education and teaching
• Appropriate referral to other health professionals and community agencies
FOLLOW-UP AND EVALUATION OF PATIENT STATUS
The NP maintains a process for systematic follow-up by:
• Following up with patients by repeat visit, telephone, email, or medical record reconciliation
• Determining the effectiveness of the treatment plan with documentation of patient care expectations and outcomes
• Reassessing and modifying the plan as necessary to achieve health and medical goals.
• Educational interventions including: an initial assessment of health history, resource use, risk factors, cultural influence, health beliefs and behaviors, support systems, socioeconomic factors and learning barriers
• Utilizing patient data, current research, and goal setting to meet educational needs of patients
• Assessing existing knowledge and/or recent teaching
Exhibit A – Scope of Work
• Managing acute and chronic care needs as appropriate
THE NP'S PRACTICE MODEL EMPHASIZES:
• Patient and family education
• Facilitation of patient participation in self-care
• Promotion of optimal health
• Facilitation of entry into the health care system
• The promotion of a safe environment
ADDITIONAL RESPONSIBILITIES:
• The NP participates as a team member in the provision of health and medical care, interacting with professional colleagues to provide comprehensive care. • The NP maintains accurate, legible and confidential records. • The NP participates in continuous quality review, including systematic review of medical and other records and treatment plans on a periodic basis, maintains current knowledge by attending continuing education programs. • Delivers education (informal and or formal) in a field and or classroom setting, as applicable, to AF&R personnel
COLLABORATING PHYSICIAN(S)
• It is the responsibility of the NP to keep the collaborating physician(s) informed of his/her practice and to seek assistance, refer the patient to the physician or obtain further instructions from the physician whenever doubt exists or prudent medical practice dictates. The NP notes are to be co-signed by the Medical Director within thirty (30) days of the visit.
PRESCRIBING MEDICATIONS
• The NP must maintain a current Furnishing Number and a DEA Number.
ORGANIZATIONAL EXPECTATIONS
• Demonstrates behavior which supports AF&R’s mission.
• Attends required orientation and training seminars.
• Meets production standards within established time requirements. • Work product and performance meet community standards. • Wears department uniform during working hours.
• Demonstrates respect and positive interpersonal skills with patients, clients, the public, managers and co-workers.
• Maintains confidentiality of patient care and business matters. • Protects the safety of others and of the physical plant and equipment, following institution policies for fire, safety and infection control regulations. • The above requirements are intended to describe the general nature and level of work being performed: They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required to be performed by CONTRACTOR.
Exhibit A – Scope of Work
INFECTIOUS DISEASE
• CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“Cal OSHA”) COVID-19 Prevention Non-Emergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.
• CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work. • CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.
QUALIFICATIONS:
CONTRACTOR represents that he/she has the following education and training:
• A certificate as a NP by the State of California Board of Registered Nursing with documentation of education and training as a NP in family practice, acute care, adult gerontology or emergency medicine
• Graduation from a NP Program accredited by the California Board of Registered Nursing with a Master of Science in Nursing degree.
• Current unrestricted Registered Nurse and NP license issued by the State of California.
• Minimum three years clinical nursing experience (including acute care). • Two years of full-time paid experience as a NP in an emergency department or urgent care setting - (highly desirable).
• Current Drug Enforcement Agency (“DEA”) Certificate and furnishing license. • Furnishing number issued by the Board of Registered Nursing (“BRN”). • Advanced Cardiac Life Support (ACLS), Basic Cardiac Life Support (“BCLS”), and Pediatric Advance Life Support (“PALS”) certifications.
• A current certificate as a NP certified by a national center such as the American Nurse
• Credentialing Center (“ANCC”) or American Academy of Nurse Practitioners (“AANP”) as a Family Nurse Practitioner (“FNP”) or Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”) or an Emergency Nurse Practitioner (“ENP”).
Previous certification as a Mobile Intensive Care Nurse (MICN) – (highly desirable)
Must possess:
A current California Nurse Practitioner License. Current California Furnishing Number and DEA Number. Current ALS and BLS card. Possession of a valid California Driver's License by date of appointment.
Exhibit A – Scope of Work
Key Deliverables and Task List
The NP will be responsible for the following key deliverables and tasks:
• Patient Assessment & Diagnosis:
o Conduct comprehensive health and medical history intake. o Perform physical examinations tailored to age and history. o Order and interpret diagnostic tests.
o Formulate differential diagnoses.
• Treatment Plan Development & Implementation:
o Collaborate with the medical director, physicians, and case managers to create patient-centered care plans.
o Prescribe pharmacologic and non-pharmacologic interventions. o Provide patient and caregiver education.
o Facilitate appropriate referrals and transfer of care. o Administer medication-assisted treatment (MAT) as needed. • Patient Follow-up & Evaluation:
o Conduct systematic follow-ups via various communication methods (visits, phone, email).
o Evaluate the effectiveness of treatment plans and modify as necessary. o Document patient care expectations and outcomes.
• Opioid Response & Behavioral Health Integration:
o Distribute and educate on naloxone and other opioid overdose reversal agents.
o Link individuals with substance use disorders, behavioral health crises, or social instability to relevant services.
o Participate in wraparound care planning for specific vulnerable populations. o Support harm reduction strategies and follow-up care after nonfatal overdose.
Exhibit A – Scope of Work
• Administrative & Quality Improvement:
o Assist in the ongoing development of the AF&R NP role. o Contribute to policy and procedure writing.
o Engage in data collection, analysis, and review of program performance. o Maintain accurate, legible, and confidential medical records. o Participate in continuous quality review and ongoing education. • Collaboration & Communication:
o Maintain effective communication with prehospital staff, medical director, AF&R administration, primary physicians, and receiving facilities. o Ensure NP notes are co-signed by the Medical Director within 30 days. o Keep collaborating physicians informed and seek assistance when necessary.
• Compliance & Safety:
o Adhere to all relevant state, federal, and local regulations, including Cal OSHA and CDPH orders regarding infectious diseases.
o Ensure possession and maintenance of current Furnishing Number, DEA Number, and all required certifications (ACLS, BCLS, PALS). o Maintain a valid California Driver's License.
19 EXHIBIT B – FEE SCHEDULE
EXHIBIT B – Compensation and Invoicing Term
Hourly Rate:
Consultant shall be compensated at a rate of $110.00 per hour for services rendered under this Agreement.
Invoicing:
Consultant shall submit invoices to Anaheim on a monthly basis, detailing hours worked and services performed.