ACTION:
____________________________
Clerk/Secretary
Department: Human Resources Item No: C17
Prepared by:
Analisa Holbrook, Risk & Safety Programs Manager
Dolores Gascon, Human Resources Director Meeting Date: June 25, 2024 Approved by: John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: THIRD AMENDMENT TO THE AGREEMENT WITH COASTAL OCCUPATIONAL MEDICAL GROUP dba AKESO OCCUPATIONAL HEALTH FOR OCCUPATIONAL HEALTH AND
MEDICAL SERVICES
RECOMMENDATION: Adopt City Council Resolution No. 2024- , approving the Third Amendment to the contract with Coastal Occupational Medical Group dba Akeso Occupational Health for occupational health and medical services.
CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.
PRIOR ACTION: None
STATEMENT ON THE SUBJECT: Coastal Occupational Medical Group provides occupational medical services which includes completing pre-employment physicals for prospective employees. The City is currently under contract with Coastal Occupational Medical Group from September 1, 2021 through August 31, 2024 with a contract ceiling of $150,000.
Due to an increase in staff additions, the volume of services Coastal Occupational Medical provides has risen over the term of the contract and the ceiling of the contract needs to be increased by $25,000 which increases the ceiling to $175,000.
FISCAL IMPACT: Funds are already recognized and available in the Fiscal Year 2023/24 and Fiscal Year 2024/25 budgets (Budgets No. 6010150.521000.01403, 6010150.521000.01404, 6010150.521000.01405, 5070580.521000, 0010280.521040, and 6010150.538000.01410) EXHIBITS:
1.Third Amendment to the agreement
2.City Council Resolution No. 2024- , approving a Third Amendment to the agreement with Coastal Occupational Medical Group dba Akeso Occupational Health for occupational health and medical services
3.Current executed agreement with Coastal Occupational Medical Group dba Akeso Occupational Health
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted City Council Resolution No. 2024-121. Vote: 4-0 (Green absent)
00098064 4
THIRD AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA AND COASTAL OCCUPATIONAL MEDICAL GROUP dba AKESO
OCCUPATIONAL HEALTH, FOR OCCUPATIONAL HEALTH AND MEDICAL
SERVICES
THIS THIRD AMENDMENT (“Third Amendment”) to the Contract between the City of Vista and Coastal Occupational Medical Group dba Akeso Occupational Health, dated September 1, 2021 (“Contract”), is made and entered into as of _______________________ (“Third Amendment Date”), by and between the City of Vista, a chartered municipal corporation (“City”), and Coastal Occupational Medical Group dba Akeso Occupational Health , a California corporation (“Contractor”).
Recitals: City and Contractor now desire to enter into a Third Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1.Section 2.5 is amended increase the contract ceiling by $25,000 to a new total contract ceiling of $175,000.
2.All other conditions of the Contract not specifically amended or superseded by the terms herein shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this Third Amendment as of the Third Amendment Date.
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
Coastal Occupational Medical Group dba
Akeso Occupational Health, a California
corporation
By:
NAME/Title
By:
NAME/Title
APPROVED
Beverly Roxas
20240612134029
06/25/2024 C17 2 of 23
EXHIBIT 1
00029213 7
RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING THE THIRD AMENDMENT TO THE CONTRACT WITH COASTAL OCCUPATIONAL MEDICAL GROUP dba
AKESO OCCUPATIONAL HEALTH FOR OCCUPATIONAL HEALTH AND
MEDICAL SERVICES
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. On September 1, 2021, the City entered into a contract with Coastal Occupational Medical Group dba Akeso Occupational Health for Occupational Health and Medical Services (“Contract”).
B. The City desires to amend the Contract by increasing the contract ceiling by $25,000 for a new contract ceiling of $175,000.
2. Action.
A. The Third Amendment to the contract between the City of Vista and Coastal Occupational Medical Group dba Akeso Occupational Health for occupational health and medical services is approved, and the Mayor is authorized to execute the Contract.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 25, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20240619090644
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
06/25/2024 C17 3 of 23
EXHIBIT 2
SECOND AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA AND COASTAL OCCUPATIONAL MEDICAL GROUP dba AKESO
OCCUPATIONAL HEALTH, FOR OCCUPATIONAL HEALTH AND MEDICAL
SERVICES
THIS SECOND AMENDMENT ("Second Amendment") to the Contract between the City of Vista and WPOHS a Medical Corporation, dba WORKPARTNERS OHS, dated September 1, 2021 ("Contract"), is made and entered into as of 1j 2pQ 3, ("Second Amendment Date"), by and between the City of Vista, a chartered municipal corporation City"), and Coastal Occupational Medical Group dba Akeso Occupational Health, a California corporation ("Contractor').
Recitals: City and Contractor now desire to enter into a Second Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 2.5 is amended increase the contract ceiling by $50,000 to a new total contract ceiling of $150,000.
2. Section 3.2 of the Contract is amended to extend the term of the Contract to August 31, 2024 which is the maximum term from the contract date
3. All other conditions of the Contract not specifically amended or superseded by the terms herein shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this Second Amendment as of the Second Amendment Date.
CITY OF VISTA, a chartered municipal
corporati n
By:
HN CONLEY, CITY MA AGER
ATTES
KATHY VALDEZ, CITY CLERK
APPROVED AS TO FORM:
WA LT CHt1NG, CITY ATTORNEY
By: {
RISK MANAGEMENT REVIEW:
DOLORE G C , RISK MANAGER
By. /
0'
Beverly Roxas
20230810
Coastal Occupational Medical Group dba
Akeso Occupational Health, a California
corporation
By:
NAME/Title Chief Financial Officer
By: la4l ua
NAME/Title Chief Operating Officer
000980644
06/25/2024 C17 4 of 23
EXHIBIT 3
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA
AND WPOHS, A MEDICAL CORPORATION, DBA WORKPARTNERS OHS,
FOR OCCUPATIONAL HEALTH AND MEDICAL SERVICES
THIS FIRST AMENDMENT ("First Amendment") to the Contract between the City of Vista and WPOHS, a Medical Corporation, dba WORKPARTNERS OHS dated September 1, 2021 ("Contract"), is made and entered into as of •_ o_-2-I("First Amendment Date"), by and between the City of Vista-, charteredW unicipal corporation City"), and the Coastal Occupational Medical Group, a California corporation, dba Akeso Occupational Health and successor to WPOHS ("Contractor').
Recitals: City and Contractor now desire to enter into a First Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 1.0 of the Contract is amended to change the "Contractor' to Coastal Occupational Medical Group, a California corporation, dba Akeso Occupational Health.
2. Section 2.5 of the contract is amended to increase the contract ceiling by 25,000 for a new total contract ceiling of$100,000.
3. Section 3.0 of the Contract is amended to extend the term of the Contract to August 31, 2023.
4. All other conditions of the Contract not specifically amended or superseded by the terms herein shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment as of the First Amendment Date.
CITY OF VISTA, a chartered municipal Coastal Occupational Medical Group, a corporation California corporation, db Akeso
POW Occupational Hea t '
By:
PA RICK J TNSON. CITY MANAGER By'
ATTEST: NAME/Title 0 UYVO
KATHY VALDEZ, CITY CLERK
By:
By:
NAME/Title
APPROVED AS TO FORM:
WALTER CPU , t TDRNEY
By:
RISK MANAGEMENT REVIEW:
Dot.aRES GAS ON, RISK MANAGER
By:
APPROVED
Walter C_Chung
2022083'135301
00108741
06/25/2024 C17 5 of 23
CONTRACT FOR PROFESSIONAL SERVICES
OCCUPATIONAL HEALTH AND MEDICAL SERVICES
THIS "CONTRACT" is entered into by and between the "Parties" as of September 1, 2021 Contract Date").
1.0 THE "PARTIES"
The "City":
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Analisa Holbrook
Billing Contact: Analisa Holbrook
2.0 BASIC TERMS
The "Contractor"
WPOHS a Medical Corporation, a California
corporation, dba WORKPARTNERS OHS
3142 Vista Way, Suite 401
Oceanside, CA 92056
Contact: Heather Manley
2.1 The "Services" to be performed by Contractor are set forth in Contractor's proposal or other document attached as Exhibit A.
2. 2 The "Required License" for the Services is: Occupational Health Clinic under the direction of an onsite physician licensed in the state of California.
2.3 Contractor, an entity holding the Required License, desires to enter into this Contract" with City for the Services.
2.4 The "Project" for which the Services are required is described in Exhibit A.
2.5 The "Contract Ceiling Price" is: $74,000.
2.6 Any references in Exhibit A to "Consultant" shall mean Contractor for the purposes of this Contract.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3. 2 This Contract shall be in effect through August 31, 2021 ("Term"). The Term may be extended at the City's option for an additional 24 months, in increments of City's choice, for a maximum Term of 36 months from the Contract Date.
3. 3 City may terminate this Contract upon 30-days' written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
Professional Services (Non -Construction) (No RFP)(NPW) 1 of 9 WorkPartners OHS 51959-2] 00101182 2
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4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work or other operations, as may be required from time to time, in accordance with Exhibit A.
5.0 COMPENSATION
5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit A.
5. 2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5. 3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5. 5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A—E.
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7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.
8. 0 STANDARD OF PERFORMANCE
8.1 Contractor represents and warrants that it has the training, qualifications, experience and facilities necessary to properly perform the Services required under this Contract in a thorough, competent and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
8.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and 1 rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
9.0 CONTRACTOR'S STATUS; CONTRACTOR'S EMPLOYEES
9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the State of California to provide those types of services.
9.3 Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights.
9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor's officers, employees, agents and subcontractors that are included in this Contract.
9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor's officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor's officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal Professional Services (Non -Construction) (No RFP)(NPW) 3 of 9 WorkPartners OHS 51959-2] 00101182 2
06/25/2024 C17 8 of 23
or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.
10. 0 CIVIL RIGHTS
10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person's race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor's officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or Professional Services (Non -Construction) (No RFP)(NPW) 4 of 9 WorkPartners OHS 51959-2] 00101182 2
06/25/2024 C17 9 of 23
subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party ("Representative"). Any written or verbal directions or requests of City's Representative delivered to the Contractor's Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
12.0 ASSIGNMENT AND SUBCONSULTING
12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager's designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager's designee.
13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
14.0 FINANCIAL' RECORDS
14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor's performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services Professional Services (Non -Construction) (No RFP)(NPW) 5 of 9 WorkPartners OHS 51959-2] 00101182 2
06/25/2024 C17 10 of 23
provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.
16.0 CONFIDENTIALITY
16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor's scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
16.3 Contractor's obligations under this paragraph shall survive the termination of this Contract.
17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively "Conflict Laws"). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed Professional Services (Non -Construction) (No RFP)(NPW) 6 of 9 WorkPartners OHS 51959-21001011 B2 2
06/25/2024 C17 11 of 23
regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term "City Official" shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
19.0 DUTY OF INDEMNIFICATION
19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution ("Duty of Indemnification"). Contractor's obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.
19.2 The review, acceptance or approval of Contractor's work or work product by any indemnified party shall not affect, relieve or reduce Contractor's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.
19.3 Contractor's costs of defense shall not exceed Contractor's proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.
20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
21.0 SERVICE OF NOTICE
21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party's Representative or by overnight Professional Services (Non -Construction) (No RFP)(NPW) 7 of 9 WorkPartners OHS 51959-2) 00101182 2
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courier service to the Party's address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with,'the special provisions referenced in Exhibit E, if any. f
23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
25.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
Continued on page 9.]
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26.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
City"
CITY OF VISTA, a chartered municipal
corporation
By: a"Vo
PATRICK JOIINSON, CITY MANAGER
ATTEST:
KATHY VALDEZ, CITY CLERK
By: '44ua: c _lQ,
APPROVED TO FORM:
DAROLD E CI RNEY
r`
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCONh RISK AGER
By: mll
APPROVED
Darold Pieper
20210901103048
Contractor"
WPOHS, A Medical Corporation, a California
corporation, dba WORKPARTNERS OHS
By -
Heather Manley, MBA, Chief Operating Officer
Name/Title
0 Name/Title
Professional Services (Non -Construction) (No RFP)(NPW) 9 of 9 WorkPartners OHS 51959-2] 00101182 2
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EXHIBIT A
CONTRACTOR'S PROPOSAL
001011822 Exhibit A
06/25/2024 C17 15 of 23
05/03/2021 WorkPartners OHS Page 1
Company Profile for City of Vista
Company Name: City of Vista
Main Address: 200 Civic Center Drive
Vista, CA 92084
NAICS Code: 921190
Company Type:
User Code:
Sales Rep:
Email: [email protected]
Last Contact: 04/29/2021 Next Contact:
Company Information
ID: CITYOFVI
Alt Company ID: 5532
Company #:
FEIN:
Main Contact: Dolores Gascon
Phone: 760-643-5375
Cell:
Fax:
Corporate Office
of Employees: 0
Client Since: 09/12/2012
Procedures
Fee Code Price
SARS-CoV-2(COVID-19) Antigen
Covid-19 Antigen Veritor Test COVATGEN 95.00
Lab Result Letter -patient leaves with
95.00 Covid PCR Swab Test
COVID PCR Swab Test C19SWAB 200.00
200.00
Services to add upon MD request only
Respirator Exam RESPEXAM 29.00
7 10 10 Xray: Chest, I (Radiology Rpt) XRCHSTIV 47.00
76.00 Non -injury Services
Breath Alcohol Test (DOT) BATDOT 43.00
Vaccine: TDAP VACTDAP 93.00
Breath Alcohol Test (Non -DOT) BATNDOT 43.00
First Hepatitis A Vaccine VACHEPA 100.00
First Hepatitis B Vaccination VACHEPB 77.00
Second Hepatitis A Vaccine VACHEPA 100.00
Second Hepatitis B Vaccination VACHEPB 77. 00
Third Hepatitis B Vaccination VACHEPB 77.00
Titer: Hepatitis B Surface Antibody TTRHEPB 65. 00
Vaccine: Flu - Quadrivalent VACFLUQ 30.00
705. 00
City of Vista Exam Components
DOT Specimen collection DSCOLLEC 20.00
Invoice to: IN LAGUNA HILLS
Respirator Clearance
Audiogram w/ Interpretation AUDWITH 28. 00
Basic Metabolic Panel BMP 29.00
Complete Blood Count (CBC) CBC 29.00
Non -DOT Urine DS - 10 Panel w/ MRO DSMR010 43.00
Rapid DS - 7 Panel DSRAP7 30.00
Rapid DS - 10 Panel DSRAPIO 32.00
Grip Strength Analysis GRIP 8.00
WREPORTS\FILE MAINTENANCE\COMPANY PROFILE_ v9.40 only#0327 Active
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Company Profile for City of Vista
Cholinesterase (Insecticide Panel)
Lipid Panel
Physical - Demands Test
Physical - Basic
Physical - DOT MCSA 5875
Pulmonary Function Test
Respirator Questionnaire
TB Test - PPD (2 visits)
T-Spot/PPD Screening
Vision Screening: Titmus
Urinalysis - Dip
Physical - with Lift
Physical Results Report
Vision Screening: Snellen
Amphitheater Attendant I Com sery spec
Rapid DS - 7 Panel
Stage Technician II Com sery spec
Rapid DS - 7 Panel
WAVE 7 Panel Rapid and Vision
Rapid DS - 7 Panel
Vision Clearance
Vision Screening: Snellen
Fee Code Price
INSECTP 70. 00
LIPID 65.00
PHYSDEMA 70. 00
PHYSBASI 49. 00
PHYSDOT 77.00
PFT 60. 00
RESPQUES 22.00
TBPPD 20. 00
TBTSPOT 75.00
TITMUS 32. 00
PHYSLIFT 80.00
SNELLEN 8.00
847.00
DSRAP7 30.00
30.00 DSRAP7 30.00
30.00 DSRAP7 40.00
SNELLEN 8.00
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EXHIBIT B
NOT APPLICABLE TO THIS CONTRACT
001011822 Exhibit B
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EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor's Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability ("CGL"): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than 2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000, 000 per accident for bodily injury and property damage.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. ® Professional Liability (Medical Professional Liability/Medical Malpractice Liability), with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self -Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
001011822 Exhibit C, Page 1 of 3
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The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims -made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work 001011822 Exhibit C, Page 2 of 3
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commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 001011822 Exhibit C, Page 3 of 3
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AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
NOT APPLICABLE TO THIS CONTRACT
001011822 Exhibit D
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EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
001011822 Exhibit E
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