AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered into this _ _ day of ------ , 2021, by and between the City of Merced, a California Charter Municipal Corporation , whose address of record is 678 West 18th Street, Merced , California 95340, (hereinafter referred to as "City") and The Noble Group, A Professional Medical Corporation, a California Corporation, whose address of record is 394 E. Yosemite Avenue, Merced, California 95340, (hereinafter referred to as "Consultant").
WHEREAS, City is undertaking a project to provide occupational medical services; and,
WHEREAS , Consultant represents that it possesses the professional skills to provide occupational medical services in connection with said project.
NOW, THEREFORE , the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. SCOPE OF SERVICES. The Consultant shall furnish the following services: Consultant shall provide the occupational medical services described in Exhibit "A" attached hereto.
No additional services shall be performed by Consultant unless approved in advance in writing by the City, stating the dollar value of the services , the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the Director of Human Resources or designee. However , the means by which the work is accomplished shall be the sole responsibility of the Consultant.
2. TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in Exhibit "A" attached hereto and incorporated herein by reference. By mutual agreement and written addendum to this Agreement, the City and the Consultant may change the requirements in said Schedule.
3. TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and shall be a month-to-month agreement for a maximum term of two (2) years.
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx
4. COMPENSATION. Payment by the City to the Consultant for actual services rendered under this Agreement shall be made upon presentation of an invoice detailing services performed under the Scope of Services, in accordance with the fee schedule set forth in Exhibit "B" attached hereto and incorporated herein by reference. The Consultant agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amounts set forth in Exhibit "B".
5. METHOD OF PAYMENT. Compensation to Consultant shall be paid by the City after submission by Consultant of an invoice delineating the services performed.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by this Agreement shall be the property of the City, and Consultant hereby agrees to deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials including but not limited to those set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
7. CONSULTANT'S BOOKS AND RECORDS. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the City.
8. INDEPENDENT CONTRACTOR. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense.
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 2 In the event Consultant or any employee , agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify , protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents , or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
9. INDEMNITY. Consultant shall indemnify, protect, defend (with legal counsel selected by the City), save and hold City, its officers , employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Consultant or Consultant's officers, employees, volunteers, and agents during performance of this Agreement; Consultant shall indemnify, protect, defend (with counsel selected by the City) save and hold City, its officers, employees and agents harmless from any and claims or causes of action for any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct , negligent acts, or omissions of Consultant or its employees , subcontractors , or agents , or by the quality or character of Consultant's work, or resulting from the negligence of the City, its officers, employees , volunteers and agents, except for loss caused by the sole negligence or willful misconduct of the City or its officers, employees, volunteers or agents. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
10. INSURANCE. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following msurance coverage:
a. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 3 ($100,000) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer 's subrogation rights against the City. b. General Liability.
(i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage .
(iii) The City, its officers , employees, volunteers and agents are to be named as additional insureds under the policy , as respects liability arising out of work or operations performed by or on behalf of the Consultant.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors , and that any other insurance or self-insurance maintained by City or other named insureds shall be excess and non-contributory .
( v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced , its officers, employees , agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal. c. Automobile Insurance.
(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1 ,000,000) per accident for bodily injury and property damage.
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 4 (ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Consultant.
(iii) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self-insurance maintained by City or other named insureds shall be excess and non-contributory.
d. Medical Malpractice/Professional Liability Insurance. Consultant shall carry medical malpractice/professional liability insurance a in the minimum amount of Three Million Dollars ($3,000,000).
e. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A:VII or better ( except for workers ' compensation provided through the California State Compensation Fund).
f. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement , certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement , without thirty (30) days written notice to City prior to the effective date of such cancellation-including cancellation for nonpayment of premium.
g. Notwithstanding any language in this Agreement to the contrary , Consultant shall be entitled to be paid pursuant to the terms of this Agreement until Consultant has obtained the insurance required by this Section 10 and provided documentation of said insurance to the City. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant ' s insurance policies are not current.
X:\Agreements\Human Resources\202 1\PSA - Noble Group Re Occupational Medical Services - 2.docx 5 11. PREVAILING WAGES.
A. Labor Code Compliance . If the work performed under this Agreement falls within Labor Code Section 1720(a)(l) definition of a "public works" the Consultant agrees to comply with all of the applicable provisions of the Labor Code including, those provisions requiring the payment of not less than the general prevailing rate of wages. The Consultant further agrees to the penalties and forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
B. These wage rate determinations are made a specific part of this Agreement by reference pursuant to Labor Code Section 1773.2. General Prevailing Wage Rate Determinations may be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov/ .
C. After award of the Agreement, and prior to commencing work , all applicable General Prevailing Wage Rate Determinations , if applicable, are to be obtained by the Consultant from the Department of Industrial Relations. Theses wage rate determinations are to be posted by the Consultant at the job site in accordance with Section 1773 .2 of the California Labor Code.
D. Consultant agrees to include pre vailing wage requirements , if applicable , in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(l ) and Labor Code Section 1771.
12. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City.
13. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated , and no further work shall be performed by Consultant. If the Agreement is so terminated , the Consultant shall be paid for that percentage of the phase of work actually completed , based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received .
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 6 14. CONFORMANCE TO APPLICABLE LAWS. Consultant shall
comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry , disability, sex or religion of such person.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys ' fees, incurred by the City in connection therewith.
15. W AIYER. In the event that either City or Consultant shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
16. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached document(s) or exhibit(s) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
17. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 7 Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
18. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Merced.
19. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
20. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
21. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
22. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY: ------------City Manager
X:\Agreements\Human Resources\202 l\PSA - Noble Group Re Occupational Medical Services - 2.docx 8 ATTEST:
STEPHANIE R. DIETZ, CITY CLERK
BY: ------------Assistant/Deputy City Clerk
APPROV ED AS TO FORM:
Date
ACCOUNT DATA:
BY: ------------Verified by Finance Officer
{Signatures continued on next page}
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 9 CONSULTANT
THE NOBLE GROUP, A
PROFESSIONAL MEDICAL
CORPORATION, a California
Corporation
BY: -----------(Signature)
(Typed Name)
Its: ------------(Title)
BY: -----------(Signature)
(Typed Name)
Its: ------------(Title)
Taxpayer I.D. No. _____ _
ADDRESS: 394 E. Yosemite Ave.
Merced, CA 95340
TELEPHONE: -------
FAX: -----------
E-MAIL: ----------
X:\Agreements\Human Resources\2021\PSA - Noble Group Re Occupational Medical Services - 2.docx 10 Scope of Service
Workers' Compensation
Act as the designated Primary Care Facility for the City of Merced 's self-insured workers' compensation program for employees currently treating through Workers' Compensat ion at the consultant.
Agree to meet no less than quarterly with the City of Merced and their third-party administrator to discuss claims handling and any other applicable issues.
Be available , on a daily basis, for telephone communication with either the employer or their worker's compensation administrator.
Agree to join and accept rates as negotiated through our contracted Medical Provider Network (MPN):
Tristar Risk Management
100 Oceangate, Suite 700
Long Beach, CA 90802
Contact: Cresence Boland
Office: 714-543-0700 Ext.1211
Fax: 714-245-4711
Cresence. [email protected]
The present third-party administrator for our workers ' compensation program is:
Tristar Risk Management
100 Oceangate , Suite 700
Long Beach, CA 90802
Contact: Tom Veale
Telephone : (562) 495-6600
All billings for workers' compensation services are submitted to Tristar Risk Management's office at:
Tristar Risk Management
PO Box 2805
Clinton, IA 52733
Tristar Risk Management (Tristar) will adjust all billings in compliance with the California Official Fee Schedule and/or the pre-negotiated rates of Tristar' s Preferred Provider Organization (PPO). The lower of these two rates will be paid absent any other negotiated exceptions.
EXHIBIT A
' .
A Level Services
The Noble Group
A Medical Corporation
Patients First Medical Center and Urgent Care
394 E. Yosemite Avenue
Merced, CA 95340
Phone (209) 383-3990 Fax (209) 383-2082
(1)
Company: C rTY OF MERCED
The following Occupational Medicine services will be billed directly to the company named above for payment unless prior arrangements are made. Please ~ all services needed. $78.00 Pre-employment Physical (Standard)
$ 108.00 OMV Physical
$65.00 Fitness for duty exam
$150 .00 Aviation Flight Physical
$48.00 Urine Drug Screen/ Including Collection (Quest Lab to process results) __ Post Accident __ Random __ Pre-Employment __ DOT/NIDA $48.00 Rapid Urine Drug Screen (5 Panel)
_ _ Post Accident _ _ Random __ Pre-employment
$38.00 Urine Drug Screen Collection (Company Lab to process results) __ Post Accident __ Random _ _ Pre- Employment __ DOT/NIDA $36.00 Breath Alcohol Test
$54.00 Pulmonary Function Test $54.00 Respiratory Fit Exam $108.00 SCBA (Respiratory Fit Exam & Pulmonary Function Test) $29.00 Vision and Color Blindness
$90.00 EKG (with interpretation)
$90.00 Chest X-ray (one view including reading)
$105.00 Chest X-ray (double view including reading)
$310.00 Hepatitis Vaccine Series (per injection, 3 injections in series) $29.00 PPD/TB Screen
$38.00 Flu Vaccine (subject to cost)
$70.00 Pertussis Vaccine
$38.00 Cholinesterase Baseline Testing - Plasma & RBC (blood draw & handling) Signature: Date: -----
***Prices Subject to Periodic Review and Changes
If Occupational Services needs to be billed to a third party, please let us know .
EXHIBIT B Updated 07/22/21