Agenda packet — Palm Springs City Council, October 10, 2024 (part 2 of 5)

ATTACHMENT D
Item 1F - Page 116

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other ___________________________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
Shade Structures, Inc dba USA Shade & Fabric Structures 2580 Esters Blvd, Suite 100 ,DFW Airport, TX 75261
X
X
X
X
Bryan Yeazel
Cary Glay
Rob Blakley
Delaware
If other than California, is the Entity also registered in California? X Yes  No 1085 N. Main, Ste. C, Orange, CA 92867

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date Rob Blakley, Senior Vice President
11/28/23
PlayPower, Inc. - Parent Company 100%
Item 1F - Page 118
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CITY COUNCIL STAFF REPORT
DATE: OCTOBER 10, 2024 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 24P239 WITH ON

DUTY HEALTH, PC FOR PALM SPRINGS POLICE DEPARTMENT

ANNUAL PHYSICAL AND WELLNESS ASSESSMENTS
FROM: Scott C. Stiles, City Manager
BY: Police Department
SUMMARY:

Award a contract services agreement with On Duty Health, PC for Palm Springs Police Department annual physical and wellness assessments.

RECOMMENDATION:

1. Approve Contract Services Agreement No. 24P239 (Attachment A) with On Duty Health, PC to provide Palm Springs Police Department annual physical and wellness assessments for a three-year term in an amount not to exceed $146,775 beginning October 14, 2024 through October 13, 2027, with two one-year extension options at the City’s sole discretion; and

2. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on September 5, 2024, On Duty Health, PC is registered in the state of California.

BACKGROUND:

The City of Palm Springs Police Department desires to complete annual physical assessments for sworn police safety personnel to aid in preventive health measures.

STAFF ANALYSIS:

The Police Department worked with the Procurement and Contracting Department to issue a Request for Proposals (RFP) to find a contractor for the needed services. The Item 1G - Page 1
City Council Staff Report
October 10, 2024 -- Page 2
Award PSPD Annual Physical and Wellness Assessments Contract RFP was advertised in the local newspaper and published on the PlanetBids website.

Two proposals were received by the deadline of September 5, 2024 as follows:
• On Duty Health, PC – Redlands, CA
• Pinnacle Training Systems – Fresno, CA
The evaluation team made up of City staff from the Police, Fire, and Human Resources departments evaluated the proposals received against published criteria that included the firms experience, the staff experience, the understanding of the scope of work, local preference, price, and interviews.

On Duty Health, PC was ranked the highest by the evaluation team and is being recommended for award of the contract.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

While not explicitly stated in the current strategic plan, a preventative health initiative aligns with our broader goals of enhancing public safety, promoting community wellbeing, and building a sustainable organization. Investing in the health and well-being of our officers is essential for ensuring their effectiveness and longevity. By providing access to resources and programs that support physical and mental health, we are demonstrating our commitment to creating a positive and supportive work environment, ultimately leading to a more resilient and effective police department.

FISCAL IMPACT:

The costs associated with the ongoing services will be covered by the Board of State and Community Corrections (BSCC) Officer Wellness and Mental Health Grant, which was awarded in 2023 and provides $60,241.60 toward this service. This funding will cover all service-related expenses until the grant expires in December 2025. Starting in 2026, the department will budget for these ongoing costs to ensure continued service without interruption.

Item 1G - Page 2
City Council Staff Report
October 10, 2024 -- Page 3
Award PSPD Annual Physical and Wellness Assessments Contract REVIEWED BY:

Department Director: Andrew G. Mills
Procurement and Contracting Director: Kim Baker
City Manager Scott Stiles
A. Agreement No. 24P239
B. Public Integrity Disclosure
Item 1G - Page 3

ATTACHMENT A

Item 1G - Page 4

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CONTRACT SERVICES AGREEMENT 24P239

PALM SPRINGS POLICE DEPARTMENT ANNUAL PHYSICAL AND

WELLNESS ASSESSMENTS
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 14, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and On Duty Health, PC, a California Corporation, (“Contractor”).

City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a licensed and qualified vendor to provide annual physical and wellness assessments for the Palm Springs Police department, (“Project”).

B. Contractor has submitted to City a proposal to provide annual physical and wellness assessments for the Palm Springs Police department, under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”).

Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees.

Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

Item 1G - Page 5

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1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.

1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $146,775.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.

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Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.

The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on October 14, 2024, and ending on October 13, 2027, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Greg Batla, CEO. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City 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, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Kristin Batla Chief Medical Officer and Co-Owner
Brent Batla Chief Operations Officer and Co-Owner
Greg Batla Chief Executive Officer and Co-Owner
Wayne Dysinger Medical Director & Supervising Physician Sammy Gammenthaler Cardiologist
Jerrod Songy Project Manager
Erika Amthor Provider
Kloe Kristophe Ultrasound Technologist
Rasmus Dahl Clausen Exercise Physiologist

5.6 California Labor Code Requirements.

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compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement.

This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final Item 1G - Page 9

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adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs Item 1G - Page 10

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of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor Item 1G - Page 11

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is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below.

Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: On Duty Health, PC
Attention: Greg Batla
1752 E. Lugonia Ave., STE 117-4949
Redlands, CA 92373

11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.

11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.

11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.

11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

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11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS AND ON DUTY HEALTH, PC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______________ Item No. _______________
APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk
APPROVED:

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

Item 1G - Page 14

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 1G - Page 15

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1.1 Background:

The City of Palm Springs Police Department desires to complete annual physical assessments for sworn police safety personnel.

1.2 Scope:

A. Contractor shall provide annual assessment on site at 1300 S La Verne Way, Palm Springs, CA 92264.

B. Contractor shall provide all necessary equipment to provide the services detailed within the scope.

C. Contractor shall be able to provide up to 4 consecutive workdays of on-site evaluations.

D. Contractor shall provide full body ultrasound screening (onsite) including ultrasound imaging of the heart with function, aorta & aortic valves, carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic (women), testicular and prostate (men). Includes Radiology follow up upon findings.

E. Contractor shall provide Maximal 12-lead EKG treadmill stress test (WFI protocol), including Cardiology follow up for abnormal findings (onsite).

F. Contractor shall provide TRUE VO2 Max Testing (onsite).

G. Contractor shall provide comprehensive laboratory blood work through Quest Diagnostics (PSPD has established Quest accounts) for continuity of medical history retention. Comprehensive laboratory work to include:

1. Comprehensive Metabolic Panel

2. Comprehensive Blood Count with differential

3. Lipid Panel with LDL/HDL Ratio

4. A1C Testing

5. TSH (Thyroid Stimulating Hormone) Testing

6. Testosterone Testing for all

7. PSA for all (males)

8. CA 125 for all (females)

9. FIT (Fecal Occult Blood Colorectal Cancer Screening) for all H. Contractor shall provide comprehensive urinalysis through Quest Diagnostics.

I. Contractor shall provide a comprehensive physical assessment onsite.

J. Contractor shall provide onsite vision testing.

K. Contractor shall provide onsite Audiometry examination and testing.

L. Contractor shall provide onsite skin cancer assessment.

M. Contractor shall provide the Galleri multi-cancer early detection blood testing through Quest Diagnostics.

N. Contractor shall provide individual, personal consultation post diagnostics to each participant, onsite.

Item 1G - Page 16

Page 13 of 19 ends

O. Contractor shall provide a Behavioral Health Assessment with Questionnaires & Oral Examination
P. Contractor shall provide a Pulmonary Function Test (onsite).

Q. Contractor shall provide resting EKG (onsite).

R. Contractor shall provide muscular endurance and strength analysis.

S. Contractor shall provide access for each participant to a secure, electronic online portal to track their health results and obtain diagnostics orders.

T. Contractor shall provide board certifications for all staff providing testing and counseling services to the City of Palm Springs.

1.3 Schedule:

Work will commence upon issuance of notice to proceed and all work to be completed by end of contract term.

1.4 Compensation:

Work will be compensated on per individual assessment completed. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. Payment will be made at the completion of all annual candidate assessments for the budgeted year. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

Item 1G - Page 17

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Item 1G - Page 18

ATTACHMENT '
11Gn

COST PROPOSAL
REQUEST FOR PROPOSAL (R.FP 16•24)
PALM SPRINGS POLICE DEPARTMENT ANNUAL. PHYSICAL AND WELLNESS

ASSESSEMENTS
THIS FORM MUST 81! COMPLl!Tl!D AND SUBMITTl!D IN Sl!P'ARATI! l!Ll!CTRONIC FILE #2 ··cost Proposal", NOTwith Electronic File #1, Technical/Work Proposal"')

ITEM DESCRIPTION UNIT OF ESTIMATED RATE TOTAL MEASURE QUANT TY Physical and Well11ess
1 Assessments per EA 30 $1630.83 $48,925
scope - Year 1
Physical and Wellness
2 Assessments per EA 30 $1630.83 $48,925
scope - Year 2
Physical and Well11 ess
3 Assessments per EA 30 $1630.83 $48,925
sc-ope - Year 3
TOTAL $146,775
Firm Name,: On Duty Health
Signature of Authori!Zed P-erson: --~-_,,, -.,,,. ____ -_- _v.1_· ________ _ Priinted Name: Greg Ba:11a -"'---------------------
Tiitle: CEO
------------------------
Date: s-26-2024

Page 15 of 19 ends

EXHIBIT “B”

INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
Item 1G - Page 19

Page 16 of 19 ends

INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
___x_____ is not required;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

Page 17 of 19 ends

with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

B. "This insurance is primary and non-contributory over any insurance or selfinsurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with Item 1G - Page 21

Page 18 of 19 ends

authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

Item 1G - Page 22

Page 19 of 19 ends

EXHIBIT “C”
Item 1G - Page 23
ATTACHMENT "F"'
EXECUTIVE ORDER N .. &.22 C!EIRTIFICATION
REQUESTS, FOR !PROPOSALS (RFP 16-24)

PALM SPRINGS POLICE DEPARTMENT PHYSICAL AND WELLNESS

ASSESSEMENTS
Executive Ordeir N-6-22 issued by Governor GaViin Newsom on March 4, 2022, directs all agenoi:es and de;partments that ar,e s1ubject to the Gov-ernor's authority to (a) tem1inate any contracts with any I ndtrv duals or entities that are det.elimined to be a target. of' economic sanctions against Russia and Russian entities and individuals; and ,(b) 1r-ekain from e11teriing1 into any new contracts with such 1iindividuals or entities while the aforementioned sanctions are in ,effect.

Executive Ordeir N-'6-22 also requires that any contractor that: (1) currenily l'las a contract with the City of P allm Springs funded throug1 h •grant funds provided by the State of California; and/or ,(2) submits a bid or proposa or othe·iwise proposes to or enter into or 1renew a contract with the Oity of Palm Sp:riiings with State of California ,grant funds, certfy that the person is not the target of any economic sanctions against Riussia and Russ1ian entib"es and ind iv1idual!s.

The, contractor hereby certifies, SUBJECT TO PENAL TY FOR PERJURY, that a) the oontra.ctor is not a tar-get of any economic sanctions aga1·nst Russian and Russian entities and i1ndividua s as discussed In Execut,il\/e Order N-6 .. 22 and b) the person sigini1ng below is duty authorized to legallly bi1nd the Contractor. This certiffication 1is made under the laws of the State of Cal ifomi a.

Printed Name: G r,~g IBatl!a ·------------------
Title: CEO
Finm Name: On IDuly Health
Date: 8·26·2024

ATTACHMENT B
Item 1G - Page 24
Item 1G - Page 25

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
On Duty Health

2. Address of Entity (Principal Place of Business)
1752 E Lugonia Ave, STE 117-4949, Redlands, CA 92373

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State CA
If other than California, is the Entity also registered in California? D Yes D No

5. Type of Entity
~ Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.

Kristin Batla 33%, On Duty Health, LLC
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.

Brent Batla 33%, On Duty Health, LLC
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.

Greg Batla 33%, On Duty Health, LLC
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
100%, On Duty Health, PC
Way__ne Dy__singer
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.

Kristin Batla 100%, On Duty Health, PLLC
[name of owner/investor] [percentage of beneficial interest in entity and name of entity)

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date 8-26-2024

CITY COUNCIL STAFF REPORT
DATE: OCTOBER 10, 2024 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 24P238 WITH ON

DUTY HEALTH, PC FOR NFPA COMPLIANT ANNUAL PHYSICAL AND

WELLNESS ASSESSMENTS
FROM: Scott C. Stiles, City Manager
BY: Fire Department
SUMMARY:

Award a contract services agreement with On Duty Health, PC for NFPA compliant annual physical and wellness assessments for the Palm Springs Fire Department.

RECOMMENDATION:

1. Approve Contract Services Agreement No. 24P238 (Attachment A) with On Duty Health, PC to provide NFPA compliant annual physical and wellness assessments for a three-year term in an amount not to exceed $413,895.60 beginning October 14, 2024 through October 13, 2027, with two one-year extension options at the City’s sole discretion; and

2. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on August 27, 2024, On Duty Health, PC is registered in the state of California.

BACKGROUND:

The City of Palm Springs Fire Department requires NFPA compliant annual physical assessments for fire suppression safety personnel.

STAFF ANALYSIS:

The Fire Department worked with the Procurement and Contracting Department to issue a Request for Proposals (RFP) to find a contractor for the needed services. The RFP was Item 1H - Page 1
City Council Staff Report
October 10, 2024 -- Page 2
Award NFPA Compliant Annual Physical and Wellness Assessments Contract advertised in the local newspaper and published on the PlanetBids website. Three proposals were received by the deadline of August 27, 2024 as follows:
• On Duty Health, PC – Redlands, CA
• Pinnacle Training Systems – Fresno, CA
• Pulzaid Medical Group – San Francisco, CA
The evaluation team made up of City staff from the Fire and Human Resources departments evaluated the proposals received against published criteria that included the firms experience, the staff experience, the understanding of the scope of work, local preference, price, and interviews.

On Duty Health, PC was ranked the highest by the evaluation team and is being recommended for award of the contract.

ENVIRONMENTAL ASSESSMENT:

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 4A, Good Governance – Enhance Service Levels.

FISCAL IMPACT:

Funding has been allocated for this service and is available in the current fiscal year in Fire Department Accounts 1006000-40105 and 4157035-40105.

REVIEWED BY:

Department Director: Paul Alvarado
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles
Item 1H - Page 2
City Council Staff Report
October 10, 2024 -- Page 3
Award NFPA Compliant Annual Physical and Wellness Assessments Contract ATTACHMENTS:

A. Agreement No. 24P238
B. Public Integrity Disclosure
Item 1H - Page 3

ATTACHMENT A
Item 1H - Page 4

Page 1 of 19 ends

CONTRACT SERVICES AGREEMENT 24P238

NFPA COMPLIANT ANNUAL PHYSICAL AND WELLNESS ASSESSMENTS THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 14, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and On Duty Health, PC, a California Corporation, (“Contractor”).

City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a licensed and qualified vendor to provide NFPA Compliant Annual Physical Assessments for fire suppression safety personnel, (“Project”).

B. Contractor has submitted to City a proposal to provide NFPA compliant annual physical assessments for fire suppression safety personnel , under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

AGREEMENT

1. CONTRACTOR SERVICES

Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees.

Item 1H - Page 5

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3. COMPENSATION OF CONTRACTOR

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

Page 3 of 19 ends

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

Page 4 of 19 ends

decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

Name: Title:

Kristin Batla Chief Medical Officer and Co-Owner
Brent Batla Chief Operation Officer and Co-Owner
Greg Batla Chief Executive Officer and Co-Owner
Wayne Dysinger Medical Director & Supervising Physician Sammy Gammenthaler Cardiologist
Jerrod Songy Project Manager, Executive Director of Operations Erika Amthor Provider
Kloe Kristophe Ultrasound Technologist
Rasmus Dahl Clausen Exercise Physiologist

5.6 California Labor Code Requirements.

Page 5 of 19 ends

6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

Page 6 of 19 ends

adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Page 7 of 19 ends

of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

Page 8 of 19 ends

is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.

11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

Item 1H - Page 12

Page 9 of 19 ends

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

Page 10 of 19 ends

SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS AND ON DUTY HEALTH, PC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

APPROVED BY CITY COUNCIL:

Date: _______________ Item No. _______________
APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk
APPROVED:

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

Item 1H - Page 14

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 1H - Page 15

Page 12 of 19 ends

1.1 Background:

The City of Palm Springs Fire Department requires NFPA compliant annual physical assessments for fire suppression safety personnel.

1.2 Scope:

A. Contractor shall provide full NFPA 1582, 1583 and WFI compliant annual assessment on site at 1300 S La Verne Way, Palm Springs, CA 92264.

B. Contractor shall provide all necessary equipment to provide the services detailed within the scope.

C. Contractor shall be able to provide up 9 consecutive workdays of on-site evaluations.

E. Contractor shall provide Maximal 12-lead EKG treadmill stress test (WFI protocol), including Cardiology follow up for abnormal findings (onsite).

F. Contractor shall provide TRUE VO2 Max Testing (onsite).

G. Contractor shall provide comprehensive laboratory blood work through Quest Diagnostics (PSFD has established Quest accounts) for continuity of medical history retention. Comprehensive laboratory work to include:

1. Comprehensive Metabolic Panel

2. Comprehensive Blood Count with differential

3. Lipid Panel with LDL/HDL Ratio

4. A1C Testing

5. TSH (Thyroid Stimulating Hormone) Testing

6. Testosterone Testing for all

7. PSA for all (males)

8. CA 125 for all (females)

9. FIT (Fecal Occult Blood Colorectal Cancer Screening) for all H. Contractor shall provide comprehensive urinalysis through Quest Diagnostics.

I. Contractor shall provide a comprehensive physical assessment onsite.

J. Contractor shall provide onsite vision testing.

K. Contractor shall provide onsite Audiometry examination and testing.

L. Contractor shall provide onsite skin cancer assessment.

M. Contractor shall provide the Galleri multi-cancer early detection blood testing through Quest Diagnostics.

N. Contractor shall provide individual, personal consultation post diagnostics to each candidate, onsite.

Item 1H - Page 16

Page 13 of 19 ends

O. Contractor shall provide a Behavioral Health Assessment with Questionnaires & Oral Examination
P. Contractor shall provide a Pulmonary Function Test (onsite).

Q. Contractor shall provide resting EKG (onsite).

R. Contractor shall provide muscular endurance and strength analysis.

S. Contractor shall provide access for each candidate to a secure, electronic online portal to track their health results and obtain diagnostics orders.

T. Contractor shall provide board certifications for all staff providing testing and counseling services to the City of Palm Springs.

1.3 Schedule:

Work will commence upon issuance of notice to proceed and all work to be completed by end of contract term.

1.4 Compensation:

Item 1H - Page 17

Page 14 of 19 ends

Item 1H - Page 18
ATTACHMENT i•GH

COST PROPOSAL
REQUEST FOR PROPOSAL ,(RFP 113-24)

NFPA COMPLIANT ANNUAL PHYSICAL AND WELLNESS ASSESSEMENTS

THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPARATE ELECTRONIC FILE #2 HCost Pro1posal'' ,. NOTwith Electronic Fife #1 , Technical/Work Proposal*) ITEM DESCRJI PTION UNIT OF ESTIMATED RATE TOTAL MEASURE OUANTllY 1 2
3 NFPA Complitant
Annual Physical! and
Wellness EA 85 $1.,623.1 2 $137,965.20
Assessments per
s,cope - Year 1
NFPA Compliiant
Annual Physical! and
Wellness EA 85 $1 ,6.23.12 $ 37,965.20 Assessments
per scope - Year 2
NFPA Compliant
Annual Phys1ical and
Wellness EA 85 $1.,623.1 2 $137,965.20 Assessments
per scope - Year 3
TOTAL $413,895.60
Fiirm Nlame: On Duty IHea h
s·gnature of Authorized Person: ___..,£..........,_.~.+----'= • ...:c.,<.. - =---------- Printed Name: Greg Batla --------------------------
Ti,tle: CEO
-------------------------
Date: 8-26-2024

Page 15 of 19 ends

EXHIBIT “B”

Page 16 of 19 ends

INSURANCE

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

Page 17 of 19 ends

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with Item 1H - Page 21

Page 18 of 19 ends

Item 1H - Page 22

Page 19 of 19 ends

EXHIBIT “C”
Item 1H - Page 23
ATTACHMEN:T "F"
EXECUTIVE ORDER N-6-22 CERTIFICATION
REQUESTS FOR PROPOSALS (RFP 13-24)

INFPA COMPLIANT ANNUAL PIHYSICAL AND WELLNESS ASSESSEMENTS Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor's auttiority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals ; and {b} refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N-6-22 also requ ires that any contractor that: {1} currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with ttie City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENAL TY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California.

Signature: __ L_ ..... ~--=-"""'~""".;;;..-A ________ _ Printed Name: Greg Batla ----=------------
Title: CEO
Firm Name: On Duty Health
Date: 8-26-2024

ATTACHMENT B
Item 1H - Page 24
Item 1H - Page 25