Vista City Council
February 25, 2025

ACTION:
____________________________

Clerk/Secretary
Department: Fire Item No: C6
Prepared by: Maia Hodge, Management Analyst Meeting Date: February 25, 2025 Approved by:

Gerard Washington, Fire Chief
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: ON DUTY HEALTH CONTRACT FOR FIREFIGHTER HEALTH AND FITNESS

ASSESSMENTS
RE
COMMENDATION: Adopt City Council Resolution No. 2025- , approving the On Duty Health Contract for firefighter health and fitness assessments.

CO
RRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility and Public Safety.

P
RIOR ACTION: On June 11, 2024, adopted City Council Resolution No. 2024-103, amending the Operating Budget for Fiscal Years 2023/24 and 2024/25 (Vote: 5-0).

O
n September 12, 2023, adopted City Council Resolution No. 2023-159, accepting grant funds of $54,709 in fiscal year 2022 Assistance to Firefighters Grant Funding and amending the Fiscal Year 2023/24 and 2024/25 Operating Budget (Vote: 5-0).

S
TATEMENT ON THE SUBJECT: The Fire Department provides health and fitness assessments for its fire and rescue personnel on an annual basis. These assessments establish a baseline health and fitness account for each firefighter and the services are provided while the firefighters are on duty providing convenience and cost savings. The Fire Department is in need of a new contract to provide these services. The City of Vista completed an informal bid procurement and selected On Duty Health, LLC as the lowest and most responsive bidder.

V
ista Municipal Code Section 3.08.060(C) states that the City has the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of services by contract as allowed by law, provided that the Purchasing Officer determines that participation is in the City’s best interests and the administering agency has made its purchases in a competitive manner. In addition, the Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other public agency has made its purchase in a competitive manner. The contract with On Duty Health is recommended to be purchased through the competitive bidding process completed by the City of Stockton for on-site firefighter health and fitness assessments (Services) with On Duty Health, PC on an as needed basis, as requested by the City (Exhibit 2).

S
taff recommend approving an as-needed contract to continue the annual firefighter health and fitness assessments with On Duty Health, PC as a cooperative purchase through the City of Stockton (Exhibit 3).

AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
02/25/2025
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MEETING DATE: February 25, 2025 PAGE 2
SUBJECT: ON DUTY HEALTH CONTRACT FOR FIREFIGHTER HEALTH AND FITNESS

ASSESSMENTS
FISCAL IMPACT: The proposed program is estimated to cost $441,000 over the next three years. The as-needed funding request for Fiscal Year 2024/25 is $130,000. Funding in the amount of $130,000 is available in Fire Training Professional Consulting Services account (no. 0010251.521000). Subsequent year as-needed funding will be included in the two-year budget planning process.

E
XHIBITS:

1. City Council Resolution No. 2025- , approving the On Duty Health Contract for firefighter health and fitness assessments

2. City of Stockton RFP for on-site firefighter health and fitness assessments and contract with On Du
ty Health

3. On Duty Health Contract and proposal
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00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING THE ON DUTY HEALTH CONTRACT FOR

FIREFIGHTER HEALTH AND FITNESS ASSESSMENTS
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 June 11, 2024, adopted City Council Resolution No. 2024- 103, amending the Operating Budget for Fiscal Years 2023/ 24 and 2024/ 25 ( Vote: 5-0) B. Pursuant to section 3.08.060( C) of the Vista Municipal Code, the City has the authority to join with other public or quasi- public agencies in cooperative purchasing plans or programs for the purchase of services by contract as allowed by law, provided that the Purchasing Officer determines that participation is in the City’s best interests and the administering agency has made its purchases in a competitive manner. In addition, the Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other public agency has made its purchase in a competitive manner.

C. In September 2023, the City of Stockton issued a request for proposal for on-site firefighter health and fitness assessments on an as- needed basis. In May 2024, the City of Stockton executed a contract with On Duty Health, PC for on- site firefighter health and fitness assessments on an as- needed basis as a result of its competitive bidding process. The City of Stockton’s procurement process and contract comply with the City’s cooperative procurement guidelines.

D. Staff recommends approving an as- needed contract with On Duty Health, PC, for annual on- site firefighter health and fitness assessments.

2. Action.

A. City Council approves the contract between the City of Vista and On Duty Health, PC for on- site firefighter health and fitness assessments on an as-needed basis.

B. The Mayor is authorized to execute the as- needed contract on behalf of the City with On Duty Health, PC.

Continued on page 2.]
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EXHIBIT 1
RESOLUTION NO. 2025-

CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 2
00029213 7EXH 01 On Duty Health 2024 Resolution. docx

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on February 25, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTERCHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20250218113730
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHYVALDEZ, CITY CLERK
By:
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REQUESTFORPROPOSALS (RFP) PUR24-001

FIREFIGHTERANNUALWELLNESSANDMEDICALFITNESS

EXAMINATIONSERVICES
PROPOSALSWILLBERECEIVEDUNTILTHEHOUROF2:00PM, THURSDAY,
SEPTEMBER21, 2023INTHEOFFICEOFTHECITYCLERK, FIRSTFLOOR, CITY HALL, 425NORTHELDORADOSTREET, STOCKTON, CALIFORNIA95202-1997 02/25/2025
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EXHIBIT 2
i

REQUESTFORPROPOSALS (RFP)
FirefighterAnnualWellnessandMedicalFitnessExaminationServices DatesandTimesareSubjectto Change*

RFPINFORMATION
PUR-24-001
Contact ShawnYep
EmailAddress [email protected]

OPTIONAL
Pre-SubmittalMeeting
Thursday, September7, 2023, at 10:00AM (PST)
Location: VirtualviaMicrosoftTeams
MicrosoftTeams
Invitation
Toregisterandreceivea meetinginvitation, email
[email protected] Wednesday,
September6, 2023, at 2:00PM (PST).

RFPSubmittal
Mailing, DeliveryAddress
andElectronicMail
Officeof the CityClerk
425North ElDoradoStreet, FirstFloor
Stockton, CA, 95202-1997
[email protected] (if applicable)
DueDatefor Questions
andClarifications
Monday, September11, 2023; 9:00AM
DueDatefor Responseto
Questions/Clarifications
Friday, September15, 2023
RFPSubmittalDueDate
Time
Thursday, September21, 2023, at 2:00PM (PST)
Pleasenote that someovernightdeliveryservices
do not deliverdirectlyto the CityClerk'sOffice. This
couldresultin the proposalarrivingin the City
Clerk'sOfficeafter the proposalopeningdeadline
andthereforenot beingaccepted.

Short-ListInterviews (if
applicable)
TBA
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ii

NOTICEINVITINGPROPOSALS
NOTICEIS HEREBYGIVENthat sealed proposalswill be received no later than Thursday, September21, 2023at 2:00 pm (local time) by the Cityof Stockton, Californiafor FIREFIGHTER ANNUALWELLNESSANDMEDICALFITNESSEXAMINATIONSERVICES – PUR24- 001 in strict accordancewith the specifications.

TheCityof Stockton, hereinafter referredto asthe “City”, isrequestingproposalsfrom firmsor individuals, herein after referred to as “Proponent” to provide annualwellnessand medical fitness examinationsfor firefighters. The City is seekingqualified proponents who carry all necessarycertificationsandlicensesto administerthe examinationservices.

Eachsealedproposalshallbemarked "PROPOSAL" andshallindicatethe projectname, number, and proposalopeningdate, andshallbe mailedor deliveredto the addressbelow at or before the hourstated. EachProponentmustbelicensedin accordancewith applicableCaliforniaState Law.

Proposal forms and specifications are available on the City’s website at www.stocktonca.gov/adminbid.

AnOPTIONALPRE-SUBMITTALMEETINGis scheduledfor Thursday, September7, 2023at 10:00 AM (PST). Themeetingwill be virtual via Microsoft Teams. To registerand receivea meeting invitation, email [email protected] Wednesday, September6, 2023, at 2:00PM PST).

Sealedproposalsmustbe deliveredto the Officeof the CityClerk, CityHall, 425North ElDorado Street, Stockton, CA 95202 unless electronic mail delivery to [email protected] is applicable. Proponentswill only be identified as respondingto the RFP; no proposalswill be openedor readaloud.

TheCityreservesthe right to rejectany/or all proposalsreceivedandre-advertise.

Forquestionsabout this project, pleasecontactShawnYepat [email protected] 209) 937-8357.

ELIZAGARZA, CMC, CITYCLERK

CITYOFSTOCKTON
02/25/2025
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iii
Contents

1.0 BACKGROUND/SUMMARY ................................................................................................................ 1

2.0 SCOPEOFSERVICES .......................................................................................................................... 1

3.0 PROJECTSCHEDULEOFEVENTS ........................................................................................................ 2

4.0 SUBMITTALREQUIREMENTS ............................................................................................................. 2

4.1 PROPOSALGUIDELINES, CONTENTANDFORMAT ........................................................................ 2

4.2 COVERLETTER ............................................................................................................................... 3

4.3 REFERENCES .................................................................................................................................. 3

4.4 FINANCIALSTATEMENT ................................................................................................................ 4

4.5 CORPORATESTRUCTURE, ORGANIZATION ................................................................................... 4

4.6 PROPOSALFEE .............................................................................................................................. 4

5.0 SELECTIONCRITERIA & EVALUATION................................................................................................ 4

6.0 CITYREQUIREMENTS ........................................................................................................................ 5

6.1 CITYRESPONSIBILITIES .................................................................................................................. 5

6.2 LOCALBUSINESSPREFERENCE ...................................................................................................... 5

6.3 MANDATORY/OPTIONALPRE-SUBMITTALMEETING ................................................................... 5

6.4 TERM ............................................................................................................................................. 6

6.5 OTHERGOVERNMENTAGENCIES ................................................................................................. 6

6.6 INSURANCEREQUIREMENTS ........................................................................................................ 6

6.7 APPLICABLELAW ........................................................................................................................... 6

6.8 METHODOFPAYMENT ................................................................................................................. 6

6.9 NOTICETOOUTOFSTATEBUSINESS ............................................................................................ 7

6.10 CONFIDENTIALITY.......................................................................................................................... 7

6.11 PROTESTPOLICY ............................................................................................................................ 7

6.11.A ProtestProcedure ................................................................................................................. 7

6.11.B ProtestReview ...................................................................................................................... 8

7.0 GENERALREQUIREMENTS, TERMS & CONDITIONS .......................................................................... 9

7.1 CONSEQUENCEOFPROPOSALSUBMISSION ................................................................................ 9

7.2 ACCEPTANCEORREJECTIONOFPROPOSAL ................................................................................. 9

7.3 RIGHTTOCHANGEORAMENDREQUEST ..................................................................................... 9

7.4 CANCELLATION ............................................................................................................................ 10

7.5 EXAMINATIONOFPROPOSALMATERIALS .................................................................................. 10

7.6 ADDENDAANDINTERPRETATION ............................................................................................... 10 02/25/2025
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iv

7.7 DISQUALIFICATION...................................................................................................................... 10

7.8 CONDITIONSIFWORKISSUBCONTRACTED ............................................................................... 11

7.9 LICENSINGREQUIREMENTS ........................................................................................................ 11

7.10 INDEMNITYANDHOLDHARMLESS ............................................................................................. 11

7.11 COMPETITIVEPRICING ................................................................................................................ 11

7.12 AVAILABLEFUNDING .................................................................................................................. 12

7.13 TERMINATIONFORCONVENIENCE ............................................................................................. 12

7.14 AUDITINGCHARGESANDSERVICES ............................................................................................ 12

7.15 CHANGES ..................................................................................................................................... 12

7.16 AWARD ........................................................................................................................................ 12

8.0 PROPOSALDOCUMENTS ................................................................................................................ 8-1 ATTACHMENTA – PROJECTSUBMITTALCHECKLIST ............................................................................. 8-2 ATTACHMENTB- PROPONENT’SCOVENANT ......................................................................................... 8-3 ATTACHMENTC - NON-COLLUSIONAFFIDAVIT ..................................................................................... 8-4

9.0 PROPOSALEXHIBITS ....................................................................................................................... 9-1

9.1 Exhibit1 – InsuranceLimits ....................................................................................................... 9-1

9.2 Exhibit2 – SampleContract ....................................................................................................... 9-1 02/25/2025
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1 1.0 BACKGROUND/SUMMARY
The City of Stocktonis seekingfirefighter annual wellnessand medicalfitness examinationservices.

Annualwellnessexamsare required to ensurefirefighters are physicallyfit to perform their essential duties. In additionto NationalFireProtectionAgency (NFPA) 1582, UnitedStatesOccupationalSafetyand HealthAdministration (OSHA), andUnitedStatesDepartmentof Transportation (DOT) standards, this RFP will requireproponentsto provideultrasoundscanningserviceswith eachexam.

2.0 SCOPEOFSERVICES
TheStocktonFireDepartment (SFD) offersthe belowreferencedphysicalexamto all swornmembersas an annual physicalexamination. The SFDis seekinga qualified Proponent to administer the annual physicalexams. Proponentsshalladhereto the followingstandardswhile providingannualwellnessand medicalfitnessexaminationservices:

NationalFireProtectionAgency (NFPA)
Standard1582IAFC/IAFFWellness-FitnessInitiative (WFI) 4th edition UnitedStatesOccupationalSafetyandHealthAdministration (OSHA) Regulations (Standards29 CFR)
UnitedStatesDepartmentof Transportation (DOT) 49CFR391.41 - 391.49excludingdrugand alcoholtesting.

MedicalRecordStandards
The fire department comprehensiveoccupational medical program shall include collection and maintenanceof a confidentialmedicaland health information systemfor members. All medicalrecord keepingshallcomplywith the requirementsof 29 CFR1910.1020, “Accessto employeeexposureand medicalrecords,” andother applicableregulationsandlaws. Thisdatabaseshallincludeanyfollow up or additionalfitnessand/or medicaltestingperformedoutsideof theseguidelines.

The successfulproponent shall initiate and/or update and maintain the appropriateand/or required medical/health recordson all personsto whom proponent providesserviceson behalf of the City. All healthinformationshallbe maintainedaspart of an individual’scomprehensivemedicalrecord, andthe proponent shall be responsiblefor archivingthese additional recordsas a part of each employee’s confidentialmedicalfile. Shoulda memberconsentto the sharingof medicalinformation betweenthe proponent and the City, a waiver will be developedand signedto provide all documentationwith the City/FireDepartmentPhysician. Thisinformationwill then becomepart of the member’scurrentmedical file maintainedby the City. Proponentshouldprovideelectronicaccessto the employeesothat they can accesstheir own records.

WellnessandMedicalFitnessExam
Eachfirefighter physicalshallconsistof the followingcomponents:

1. PublicSafetyExam (NFPA1582compliant• Hands-OnPhysicalExam VisionExam (Titmus)
OccupationalHearingExam
BloodPressureMonitoring
Skincancerassessment
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2 BehavioralHealthandSleepAssessmentScreenings
PersonalConsultationwith reviewof testingresults

2. CardiopulmonaryAssessment
RestingEKG
TreadmillStressTestwith EKG
CarotidArteriesUltrasound
AorticAneurysmUltrasound
PulmonaryFunctionTest

3. CancerandDiseaseAssessment
ThyroidUltrasound
Liver, GallBladder, Spleen, & KidneyUltrasounds
BladderUltrasound
PelvicUltrasoundfor Women (external)
ProstateandTesticularUltrasoundfor Men

4. BloodandLaboratoryTests
HemoccultTest
Urinalysis
LipidPanel
DiabetesTests (HemoglobinA1C/Glucose)
CompleteBloodCount
ComprehensiveMetabolicPanel
ThyroidPanel
PSA (men)
CA-125 (women)
QuantiFERONTBTesting

5. FitnessEvaluation (NFPA1583 ~WFIGuidelines)
AerobicEnduranceEvaluation (VO2MaxCalc)

6. MedicalClearances
OSHARespiratorMedicalClearance
FirefighterMedicalClearanceNFPA1582

3.0 PROJECTSCHEDULEOFEVENTS
Thedatesindicatedon pagei of this RFParethe anticipatedmilestonesfor thisproject. Alldates aresubjectto change.

4.0 SUBMITTALREQUIREMENTS

4.1 PROPOSALGUIDELINES, CONTENTANDFORMAT
TheCityof Stocktonusesa qualifications-basedselectionprocessin obtainingtheseservices. In order for the City to properly evaluatethe Proponents’ qualificationto perform this work, the proposalsshall include, asa minimum, the followinginformation:
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3 A. Evidenceof the Proponent’s ability to be responsiveto this project in regardto timelinessand expertise, includingavailabilityof staff proposedto beassigned.

B. TheProponentsareencouragedto expandon the Scopeof Workto demonstratetheir expertise.

Evaluationof the proposalswill bebasedon qualifications, the experienceof staffproposedto be assignedto the project, references, andthoroughnessof the Proponent’sresponseto the Scope of Services.

C. Suchadditionalinformationthat the Proponentmayfeel would be pertinent to assistthe Cityof Stocktonin makingits final decision.

D. Pleasesubmit one (1) electroniccopyof your proposal/qualifications. Electroniccopymay be submittedviaone (1) USBor electronicallysentto [email protected].

E. Theproposalmust be submitted, typewritten on 8½” X11” white paperandmustbe boundin a securemanner.

F. Material anddata not specificallyrequestedfor consideration, but which the Proponentwishes to submitmustnot appearwith theProposalbut mayappearonlyin an “AdditionalData” section.

Thishasspecificreferenceto the followingtypesof data: Generalizednarrativeof supplementary information; andSupplementarygraphicmaterial.

G. Allproposalsmustbesignedwith thefull nameof the Proponent, if anindividual; byanauthorized generalpartner, if a partnership; or by anauthorizedofficer, if a corporation.

H. Whenproposalsare signedby an agentother than anofficer of a corporationor a memberof a generalpartnership, a power of attorney authorizingthe signaturemust be submittedwith the proposal.

I. Theoriginalproposalmusthavewet ink signatures. Modificationto a proposalafter the proposalsubmittaldeadlinewill not beacceptedby the City.

4.2 COVERLETTER
Submita letter on your companyletterheadaddressingthe proposaland format. Theletter shouldbe signedby an officer of the firm authorizedto bind the firm to all commentsmadein the proposal, and shallincludethe name, address, phonenumberande-mail addressof the person(s) to contactwho will be authorizedto representyour firm.

In no morethree (3) pages, the CoverLetterandExecutiveSummaryshallinclude:

A. Thenamesof the keymembersof the Proponentteam;
B. Themailingaddress, telephonenumber, andthe nameof the mainpoint of contactfor the Proponentteam;
C. Asummaryof the consultant’sexperienceandqualificationsasit relatesto the Scopeof Work of this solicitationandthe significantadvantagesto selectingthe Proponent; D. Anacknowledgementof receivinganyaddendum(s) to the solicitationdocument.

4.3 REFERENCES
Providea list of referenceswith current contactperson, e-mail addressandphonenumberwho maybe contactedregardingfirm performance.

The review team will conducta backgroundreferencereview of eachrespondent. Pleaseincludethe followinginformationfor three (3) projectsthat the proposedconsultantteamworkedon together:
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4 A. Nameof the Project/Study
B. Locationof the Project
C. Name, title, andcontactinformationfor the client.

D. ProjectBudget
E. Dateof Completionof the Project

4.4 FINANCIALSTATEMENT
TheProponentmust be ableto demonstratea goodrecordof performanceandhavesufficientfinancial resourcesto ensurethat they cansatisfactorilyprovidethe servicesrequiredherein.

Proponentshallsubmita full and detailedpresentationof the true conditionof the Proponent’s assets, liabilities and net worth. The report should include a balancesheet and income statement. If the Proponentis a new partnershipor joint venture, individualfinancialstatementsmust be submittedfor eachgeneralpartner or joint venture thereof. If firm is a publiclyheld corporation, the most current annualreport shouldbesubmitted.

AnyProponentwho, at the time of submission, is involvedin anongoingbankruptcyasa debtor, or in a reorganization, liquidation, or dissolutionproceeding, or if a trusteeor receiverhasbeenappointedover all or a substantialportion of the property of the Proponentunder federalbankruptcylaw or anystate insolvency, maybedeclarednon-responsive.

4.5 CORPORATESTRUCTURE, ORGANIZATION
Describehow yourfirm isorganized, notingmajordivisionsandanyparent/holdingcompanies, aswell as brief history of the firm and all personnelpotentially to be involved in the project includingall sub- consultants. Designatethe Principalin Chargeandother keypersonnel. Includerésumés. Alsoprovidea descriptionof the experienceyourfirm hashadwith similarprocesses.

4.6 PROPOSALFEE
Proponentmust submit a signedproposalfee under a separateelectronicfile. Do not includewith the technicalproposalresponse. Providedetailedbasicfee structureand break-down of anyother charges relatedto your firm’sproposalasspecified. Finalist’sfeestructuremaybesubjectto negotiation.

5.0 SELECTIONCRITERIA & EVALUATION
TheCityisinterestedin selectinga qualifiedfirm with the ability to providethe scopeof work described in this solicitationand resultingawardedcontract. A key componentfor the successfulfirm will be the ability to meetthe performancedesiresof the Citywhile minimizingthe cost.

TheEvaluationPanelwill consistof Cityof Stocktonstaff andanyother person(s) designatedby the City.

Following review of the proposals, the Panelmay invite one or more Proponentsto make an oral presentation. Duringthesepresentations, the Proponentwill be allowedto presentsuchinformationas may be appropriatein order that the Panelcan effectively and objectivelyanalyzeall materialsand documentationsubmittedaspart of the proposals.

Eachfirm mustbe representedby anindividualwho will bethe prime contactpersonto the Cityandany other individualswhomthe firm mayselect. Thehighest-ratedproposal(s) will then befurther scrutinized throughfinancialanalysisandreferencechecks.
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5 Proposalsshall be evaluatedaccordingto; demonstratedunderstandingof tasks required, technical approach to specified operations, qualifications of staff, experience of company, demonstrated knowledgeof best practicesfor identified scope, financialbusinessstrengthandfee scheduleproposal.

Properformat anddemonstratedexperiencewill merit consideration.

Tothat end, the Panelwill evaluatethe proposalsbasedon, but not limited to, the followingcriteria:

1. Proponent’srelatedexperience, personnelqualifications, aswell asapproachandscheduleto provideall servicesasoutlinedin the Scopeof Servicesandrelateddocuments;

2. Proponent’sFeeSchedule - completedandsignedunderseparate, sealedcover;

3. Submissionof requiredsolicitationdocumentsincludingProponent’sCovenant; Non-Collusion Affidavit; References; SubmittedandsignedAddendums; andFinancialStatement;

4. Interview/Presentation, if applicable; and

5. Anyother criteriaasbestsuitsthe Cityof Stockton.

6.0 CITYREQUIREMENTS

6.1 CITYRESPONSIBILITIES
Citywill provideall readilyavailableplans, documentation, anddatanecessaryfor completing the abovetasks.

Staffwill beavailableasneededandwill assistwith coordinationof stakeholdermeetingsand publicoutreach.

6.2 LOCALBUSINESSPREFERENCE
StocktonMunicipalCodeSection3.68.090readsasfollows:

Preferenceshall be given to the purchaseof supplies, materials, equipment, and contractual servicesfrom localmerchants, qualityandpricebeingequal. Localmerchantswhohaveaphysical businesslocationwithin the boundariesof SanJoaquinCounty, andwhohaveappliedfor andpaid a businesslicensetax andregistrationfee pursuantto StocktonMunicipalCodeTitle 5, Chapter

5.08, LicenseTaxes, shallbegrantedtwo (2) percentbid preference. Localmerchantswho havea physicalbusinesslocationwithin the boundariesof the Cityof Stockton, andwhohaveappliedfor andpaida businesslicensetax andregistrationfee pursuantto StocktonMunicipalCodeTitle 5, Chapter5.08, LicenseTaxes, shall be granted five (5) percent bid preference. This section is intended to provide preferencein the award of certain City contractsin order to encourage businessesto moveinto andexpandwithin the City. (Ord. 2014-03-18-1601C.S. § 1; prior code § 3-106.1)

6.3 OPTIONALPRE-SUBMITTALMEETING
An OPTIONALPRE-SUBMITTALMEETINGis scheduledfor Thursday, September7, 2023at 10:00 AM (PST). Themeetingwill be virtual via Microsoft Teams. To registerand receivea meeting invitation, email [email protected] by Wednesday, September6, 2023, at 2:00 PM PST).
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6 6.4 TERM
TheCityintendsto awardone (1) or moreProponent(s) a five (5) yearcontract.

6.5 OTHERGOVERNMENTAGENCIES
If mutually agreeableto all parties, the use of any resultant contract/purchaseorder may be extendedto other politicalsubdivisions, municipalities, or tax supportedagencies.

Suchparticipatinggovernmentalbodiesshallmakepurchasesin their own name, makepayment directly to successfulProponentand be liable directly to the successfulProponent, holdingthe Cityof Stocktonharmless.

6.6 INSURANCEREQUIREMENTS
Proponent, at Proponent’s sole costand expenseandfor the full term of the resultantcontract or any extensionthereof, shallobtain and maintain at least all of the insurancerequirements listedin attachedExhibitB.

All coverageshallbe providedby a carrierauthorizedto transactbusinessin Californiaandshall be primary. All policies, endorsements, andcertificatesshallbe subjectto approvalby the Risk Managerof the City to Stocktonas to form and content. Theserequirementsare subjectto amendmentor waiverif soapprovedin writing by the RiskManager.

Maintenanceof proper insurancecoverageis a materialelementof this contract, andfailure to maintain or renew coverageor to provide evidenceof renewalmay be treated as a material breachof contract.

TheProponentshallassertthat theseinsurancerequirementswill bemet aspartof their proposal response. Failureto complywith theseinsurancerequirementsmay result in a proposalbeing deemedunresponsive. Proponentshallsatisfytheseinsurancerequirementsconcurrentlywith the signingof the contract prior to commencementof work. It is strongly suggestedthat insurancerequirementsbe reviewedwith Proponent’sbrokerto ensureanyadditionalcostsare includedin the proposalpricingcomponent.

Anyquestionspertainingto insurancerequirements, pleasecontactCityof StocktonRisk Servicesat (209) 937-5037.

6.7 APPLICABLELAW
Applicablelaw shallbe governedby the lawsof the Stateof California. Venueshallbe proper in the SuperiorCourt of the Stateof California, Countyof SanJoaquin, StocktonBranch, or, for actions brought in FederalCourt, the United StatesDistrict Court for the EasternDistrict of California, SacramentoDivision.

Deliverablesmust conform with all applicablefederal, state, and local laws. Suchconformity includescompliancewith federalsanctions, and Contractorcertifiesthat it hasnot and will not engagein prohibitedtransactionswith sanctionedpersonsor entities.

6.8 METHODOFPAYMENT
Paymentwill bemadewithin thirty (30) daysafter invoicesarereceivedandacceptedby the City. Invoicesareto berenderedmonthly, unlessprescribeddifferentlyper contract. 02/25/2025
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7 6.9 NOTICETOOUTOFSTATEBUSINESS
It is the policyof the Cityof Stocktonto payall applicableCaliforniasales/usetax directlyto the StateBoardof Equalization (BOE) pursuantto CaliforniaRevenueandTaxationCode7051.3. The Cityof Stocktonwill self-accrueall sales/usetax on purchasesmadefrom out-of-state business, unlessdocumentationis providedby Proponentevidencingthe businessis registeredwith the stateof California.

Salesandusetax on purchasesmadeby the Cityof Stocktonfrom all companieslocated outside California, not registeredwith the stateandwhoseproductsareshippedfrom out of statewill be remitted to the BOEdirectlyby the Cityunder permit numberSRKHE28-051174DP. Pleasedo not includesales/usetax on the invoicethat yousubmitto the Cityof Stockton.

Questionsregardingthe Cityof Stockton’spaymentof sales/usetaxcanbedirectedto the Cityof Stockton’sProcurementDivisionat (209) 937-8357.

6.10 CONFIDENTIALITY
If Proponent believes that portions of a proposal constitute trade secrets or confidential commercial, financial, geological, or geophysicaldata, then the Proponentmustsospecifyby, at a minimum, stampingin bold red letters the term "CONFIDENTIAL" on that part of the proposal which the Proponentbelievesto be protected from disclosure. TheProponentmust submit in writing specificdetailedreasons, includinganyrelevantlegalauthority, statingwhytheProponent believesthe material to be confidential or a trade secret. Vagueand generalclaims as to confidentialitywill not beaccepted. TheCitywill bethe solejudgeasto whetheraclaimisgeneral and/or vaguein nature. All offersandpartsof offersthat arenot markedasconfidentialmaybe automaticallyconsideredpublic information after the contract is awarded. The Proponentis herebyput on noticethat the Citymayconsiderall or partsof the offer publicinformationunder applicablelaweventhoughmarkedconfidential.

6.11 PROTESTPOLICY
ProtestandAppealProcedures. In orderto maintainfairnessandimpartiality, the Cityof Stocktonhasestablisheda solicitationprotestpolicyandprocedure.

6.11.A Protest Procedure

6.11.1 All protestsmustbe in writing andstatedasa formalprotest.

6.11.2 A casualinquiry, complaint, or a statementof intent to protest that doesnot provide the facts and issues and does not comply with the content requirementsor deadlines, will not beconsideredor acteduponasa protest.

6.11.3 Theprotestmustcontainacompletestatementof the basisfor the protestand mustincludeall relevantsupportingdocumentation.

6.11.4 Thesolicitationprocessandprocedures, includingevaluationcriteria, shallnot bepropergroundsfor protest. Concernsrelatedto the solicitationprocessand procedures, includingevaluationcriteria, shouldbe raisedandaddressed, if at all, prior to the bid/proposaldue date and time to allow adjustmentsbefore evaluationof the solicitation.

6.11.5 Protestsmustbefiled with the City'sChiefFinancialOfficer, or designee, at the addresslistedin the SolicitationProtestFAQsheetandProcurementProcedure 02/25/2025
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8 Manual, not later than five (5) daysafter the date the Citymailsthe Letter of Intent to Award.

6.11.6 Deliveriesof the protestbyhand, mail, emailor faxareacceptable.

6.11.7 The City is not responsiblefor lost or misplacedprotests, or to assurethe protestisreceivedwithin the protestdeadlines

6.11.8 The party challengingthe award decision to bear the burden of proof of materialerror to justify invalidationof the proposedaward.

6.11.B Protest Review

6.11.1 TheChiefFinancialOfficeror designeeshallrespondin writing at leastgenerally to eachmaterialissueraisedin the protest.

6.11.2 The ChiefFinancialOfficer's, or designee 's, administrativedecisionmay be appealedin writing to the CityManagerno later than (5) businessdaysafter the date the ChiefFinancialOfficer's, or designee's, the decisionis mailedto the protestingparty.

6.11.3 TheCityManagershallreviewanddecidethe appealbasedon the groundsand documentationsetforth in the originalprotestto the ChiefFinancialOfficer, or designee.

6.11.4 Eachparty shallbear its own costsand expensesinvolvedin the protest and appealprocess, includinganysubsequentlitigation.

6.11.5 The City Manager's administrativedecisionis final. After the City Manager issuesthe final administrativedecision, the time in whichjudicialreviewof the decisionmustbesoughtshallbegovernedbyCaliforniaCodeof CivilProcedure Section1094or assuchsectionmaybeamendedfrom time to time.

6.11.6 If the protestedprocurementinvolvesstateor federalfunds, the ChiefFinancial Officer, or designee, shallgivenoticeto the interestedpartythat heor shehas the right to appealto the appropriateagency, whichshallbeidentifiedbyname and address. An appealhereundershallbe filed with the appropriateagency within five (5) workingdaysof thedispatchof rejectionnoticesto theinterested party(ies).

6.11.7 TheCity may require the protestingparty to submit a City Councilapproved non-refundableprotest fee to coverthe administrativecostof processingthe protest.

Bidders, Proponents, andcontractorswishingto protestor appeala procurementor contracting decisionby the Citymustfollow the proceduresprovidedby this section. TheCitywill not review protestsor appealsthat arenot submittedin accordancewith theseprovisionsandprocedures.

A copy of this policy can be requested from the procurement specialist by emailing [email protected].
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9 7.0 GENERALREQUIREMENTS, TERMS & CONDITIONS

7.1 CONSEQUENCEOFPROPOSALSUBMISSION
A. TheCityshallnot beobligatedto respondto anyproposalsubmittednor be legallybound in anymannerby the submissionof a proposal.

B. Acceptanceby the Cityof a proposalobligatesthe Proponentto enter into anagreement with the City.

C. Anagreementshallnot bebindingor validagainstthe Cityunlessor until it isexecutedby the Cityandthe Proponent.

D. Statisticalinformationcontainedin thesedocumentsisfor informationalpurposesonly.

TheCityshallnot beresponsiblefor the accuracyof saiddata. Cityreservesthe right to increaseor decreasethe projectscope.

7.2 ACCEPTANCEORREJECTIONOFPROPOSAL
A proposalshall be prepared and submitted in accordancewith the provisionsof these RFP instructionsandspecifications. Anyalteration, omission, addition, variance, or limitation of, from, or to a proposalmaybesufficientgroundsfor rejectionof the proposal. TheCityhasthe right to waiveanydefectsin a proposalif the Citychoosesto do so. TheCitymaynot accepta proposal if any document or item necessaryfor the proper evaluationof the proposalis incomplete, improperlyexecuted, indefinite, ambiguous, or missing.

TheCityreservesthe right to selectthe successfulproposalandnegotiateanagreementasto the scopeof services, the schedulefor performanceand duration of the serviceswith Proponent whoseproposalis most responsiveto the needsof the City. Further, the Cityreservesthe right to reject anyandall proposals, or alternateproposals, or waiveanyinformality or irregularityin the proposalasisin the City'sbestinterest.

The City reservesthe right to reject any and all proposals, or portions thereof, receivedin responseto the solicitationor to negotiateseparatelywith anysourcewhatsoever, in anymanner necessary, to servethe bestinterestsof the City. Additionally, theCitymay, for anyreason, decide not to awardanagreementasa resultof this RFP.

Non-acceptanceof any proposalshallnot imply that the proposalwas deficient. Rather, non- acceptanceof any proposal will mean that another proposal was deemed to be more advantageousto the Cityor that the Citydecidednot to awardan agreementasa result of this RFP.

7.3 RIGHTTOCHANGEORAMENDREQUEST
TheCityreservesthe right to changethe terms and conditionsof this RFP. TheCitywill notify potential Proponent of any material changesby posting on the City’s website. No one is authorizedto amendanyof the RFPrequirementsin anyrespect, byanoralstatement, or to make anyrepresentationor interpretation in conflict with its provisions. If necessary, supplementary information and/or clarifications/questions/answerswill be posted on the City’s website at www.stocktonca.gov/adminbid. Failureof anyProponentto not havereceivedsuchinformation and/or clarifications/questions/answersshall not relieve suchProponent from any obligation underhis/her proposalassubmitted.
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10 Anyexceptionsto this Proposalshallbeclearlystatedin writing.

7.4 CANCELLATION
TheCityreservesthe right to rescindawardof the contractat anytime beforeexecutionof the contractbyboth partiesif rescissionisdeemedto bein City’sbestinterest. In no eventshallCity have any liability for the rescissionof award. The Proponent assumesthe sole risk and responsibilityfor all expensesconnectedwith the preparationof its proposal.

7.5 EXAMINATIONOFPROPOSALMATERIALS
Thesubmissionof a proposalshallbe deemeda representationand warrantyby the Proponent that it hasinvestigatedall aspectsof the RFP, that it isawareof the applicablefactspertainingto the RFPprocessandits proceduresandrequirements, andthat it hasreadandunderstandsthe RFP. No requestfor modificationof the provisionsof the proposalshallbe consideredafter its submissionon the groundsthe Proponentwas not fully informed as to any fact or condition.

Statisticalinformation which may be contained in the Solicitation or any addendumis for informationalpurposesonly. TheCitydisclaimsanyresponsibilityfor thisinformationwhichmay subsequentlybedeterminedto beincompleteor inaccurate.

7.6 ADDENDAANDINTERPRETATION
The City will not be responsiblefor, nor be bound by, any oral instructions, interpretations, or explanationsissuedbythe Cityor its representatives. Anyrequestfor clarifications, questions, or answersof this RFPshallbemadein writing/e-mailanddeliverableto:

CITYOFSTOCKTON
ATTN: SHAWNYEP

PROCUREMENTDIVISION
400EMAIN, 3RDFLOOR
STOCKTON, CA95202
[email protected]
Suchrequestfor clarifications/questions/answersshallbe deliveredto the Cityin accordancewith the date identified on page i of this Solicitation. Any City response to a request for clarifications/questions/answerswill be postedon the City’s websiteat www.stocktonca.gov/adminbid the dateidentifiedon pagei of thisSolicitation, andwill becomea part of the Solicitation. TheProponent shouldawaitresponsesto inquiriesprior to submittinga proposal.

7.7 DISQUALIFICATION
Anyof the followingmaybeconsideredcauseto disqualifya Proponentwithout further consideration:
a. Evidenceof collusionamongProponents;
b. Anyattempt to improperlyinfluenceanymemberof the evaluationpanel; c. Anyattempt to communicatein anymannerwith aCityof Stocktonelectedofficialduring the RFPprocesswill, andshallbe, just causefor disqualification/rejectionof Proponent’s proposal/Proponent’sbid submittalandconsiderednon-responsive. d. A Proponent's default in any operation of a professionalservicesagreementwhich resultedin terminationof that agreement; and/or
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11 e. Existenceof any lawsuit, unresolvedcontractualclaim, or disputebetween Proponent andthe City.
f. No person, firm, or corporationshallbe allowedto makeor file or be interestedin more thanonebidfor the samesupplies, services, or both; provided, however, that subcontract bidsto the principalbiddersareexcludedfrom the requirementsof this section: Section

3.68.120of the MunicipalCode.

7.8 CONDITIONSIFWORKISSUBCONTRACTED
TheProponentassumesfull responsibility, includinginsuranceandbondingrequirements, for the qualityandquantityof all work performed.

If Proponent's supplier(s) and/or subcontractor's involvementrequires the use of a licensed, patented, or proprietary process, the proponent of the processis responsiblefor assuringthat the subcontractor, supplier, and/or operatorhavebeenproperlyauthorizedto usethe processor for providinganotherprocesswhichis comparableto that whichis requiredprior to submission of a proposal.

7.9 LICENSINGREQUIREMENTS
Anyprofessionalcertificationsor licensesthat mayberequiredto performthe scopeof workwill be the solecostandresponsibilityof the successfulProponent.

A Cityof StocktonBusinesslicensemay be requiredfor this project. Pleasecontactthe Cityof StocktonBusinessLicenseDivisionat (209) 937-8313.

7.10 INDEMNITYANDHOLDHARMLESS
Tothe fullestextentpermitted by law, Contractorshallhold harmless, defendandindemnifyCity of Stocktonand its officers, officials, employeesand volunteersfrom and againstany and all liability, loss, damage, expense, costs (includingwithout limitation costsandfeesof litigation) of everynaturearisingout of or in connectionwith Contractor’sperformanceof work hereunderor its failure to complywith anyof its obligationscontainedin the agreement, exceptsuchlossor damagewhich wascausedby the solenegligenceor willful misconductof the Cityof Stockton.

Thisobligationisindependentof, andshallnot in anywaybe limited by, the minimumInsurance obligations contained in this agreement. Theseobligations shall survive the completion or terminationof this agreement.

7.11 COMPETITIVEPRICING
Proponent warrants and agrees that each of the charges, economic or product terms or warrantiesgrantedpursuantto this Contractare comparableto or better than the equivalent charge, economicor productterm or warrantybeingofferedto anysimilarlysituatedcommercial or other governmentcustomerof Proponent. If Proponententersinto any arrangementswith anothercustomerof Proponentto provideproductundermore favorablecharges, economicor product terms or warranties, Proponentshallimmediatelynotify City of suchchangeand this Contractshall be deemedamendedto incorporate the most favorablecharges, economicor producttermsor warranties.
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12 7.12 AVAILABLEFUNDING
Anycontractwhich resultsfrom this RFPwill terminate without penaltyat the end of the fiscal yearin the eventfundsarenot appropriatedfor the nextfiscalyear. If fundsareappropriatedfor a portion of the fiscalyear, this contractwill terminatewithout penalty, at the endof the term for whichfundsareappropriated.

7.13 TERMINATIONFORCONVENIENCE
TheCitymayterminatethe resultantAgreementfor convenienceat anytime by mailinga notice in writing to the Contractor.

7.14 AUDITINGCHARGESANDSERVICES
TheCityreservesthe right to periodicallyaudit all chargesand servicesmadeby the successful Proponentto the City for servicesprovidedunder the contract. Upon request, the Proponent agreesto furnishthe Citywith necessaryinformationandassistance.

7.15 CHANGES
TheCity’s Representativehasthe authority to review and recommendor reject changeorders and costproposalssubmittedby the Proponentor asrecommendedby the Proponent’s project manager, pursuantto the adoptedCityof StocktonStandardSpecifications.

7.16 AWARD
Uponconclusionof the Solicitationprocess, the Citymayawarda contractfor servicesidentified in this Solicitation. TheCityreservesthe right to selectthe successfulProponentandto negotiatetermsof a contractwith the Proponentwhoseproposalismostresponsiveto the needsof the City. Further, the Cityreservesthe right to rejectanyandall proposals, or alternateproposals, or waiveanyinformalityin the proposalasisin the City'sbestinterest. 02/25/2025
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8-1

8.0 PROPOSALDOCUMENTS
FirefighterAnnualWellnessandMedicalFitnessExaminationServices PUR-24-001
SUBMITTALDUE: THURSDAY, SEPTEMBER21, 2023AT2:00 PM
RFPSubmittal
Mailing, DeliveryAddress
andElectronicMail
Officeof the CityClerk
425North ElDoradoStreet, FirstFloor
Stockton, CA, 95202-1997
[email protected] (if applicable)
ProponentBusinessName
ProponentContactName
ProponentAddress
ProponentPhoneNumber
ProponentEmailAddress
Departmentof Industrial
RelationsIDNumber (if
applicable)
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8-2
ATTACHMENTA – PROJECTSUBMITTALCHECKLIST
THISCHECKLISTISFORPROVIDEDFORYOURCONVENIENCEONLY. ITISNOTREQUIREDTOBE SUBMITTEDWITHPROPOENTPROPOSAL.

Completethe followingproposalattachments (FROMTHISPACKETONLYSUBMITPAGESFROM SECTION8 ANDPLACEINTHEFRONTOFYOURPROPOSAL).

Signandnotarizeby jurat certificatethe "Non-CollusionAffidavit" form. An "All-Purpose Acknowledgment" form will not besufficient.

Completeandsigna "Proponent'sFeeSchedule" form, (underseparatecover).

Signthe "Proponent’sCovenant" form. Include (with proposal) nameande-mailaddressfor Citycontact, if different from signatoree.

Includeyour proposal, asoutlinedin thesespecifications.

Submitone (1) USBwith anelectronicversionof the proposalor electronicallyto [email protected].

Review, print andsignall clarifications/questions/answerson the City’swebsiteat www.stocktonca.gov/adminbidandsubmitwith proposalresponse.

UseSection8.0ProposalDocumentsto deliversealedproposaltimely to CityHall, CityClerk's Office (1stfloor), 425North ElDoradoStreet, Stockton, CA95202, or electronicallyto [email protected].
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8-3
ATTACHMENTB- PROPONENT’SCOVENANT
In submittingthis proposal, ashereindescribed, the Proponentagreesthat:

1. Theyhavecarefullyexaminedthe Scopeof Workandall other provisionsof this documentand understandthe meaning, intent andrequirementsof same.

2. Theywill enter into contractnegotiationsandfurnishthe servicesspecified.

3. Theyhavesignedandnotarizedthe attachedNon-CollusionAffidavitform, whetherindividual, corporateor partnership. Must be ‘A Jurat’ notarization.

4. Theyhavereviewedall clarifications/questions/answerson the City’swebsiteat www.stocktonca.gov/adminbid.

5. Confidentiality: SuccessfulProponentherebyacknowledgesthat informationprovidedby the City ispersonalandconfidentialandshallnot be usedfor anypurposeother thanthe originalintent outlined in the Requestfor Proposal. Breachof confidentialityshallbejust causefor immediate terminationof contractagreement.

FIRM

ADDRESS

SIGNEDBY & DATE

TITLEORAGENCY

PHONE/FAXNUMBER
EMAIL
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8-4

ATTACHMENTC - NON-COLLUSIONAFFIDAVIT
No. 1 AFFIDAVITFORINDIVIDUALPROPONENT
STATEOF ____________, ) ss.

Countyof )
insert)
beingfirst duly sworn, deposesandsays: Thaton behalfof anyperson not namedherein; that saidProponenthasnot colluded, conspired, connivedor agreed, directlyor indirectlywith, or inducedor solicitedanyother bid or person, firm or corporationto put in a shambid, or that suchother person, firm or corporationshallor shouldrefrainfrom bidding; andhasnot in anymannersoughtby collusionto secureto themselvesanyadvantageoveror againstthe City, or anypersoninterestedin saidimprovement, or overanyother Proponent.

SignatureIndividualProponent)
Subscribedandswornto (or affirmed) beforemeon this dayof , 20 by , provedto meon the basisof satisfactoryevidenceto bethe person(s) who appearedbeforeme.

Seal __________________________________________
Signature ____________________________
No. 2 AFFIDAVITFORCORPORATIONPROPONENT
STATEOF ____________, ) ss.

Countyof )
insert)
being first duly sworn, deposesand says: That they
arethe of a corporation, which
corporationisthe party makingthe foregoingbid, that suchbid isgenuineandnot shamor collusive, or madein the interest or behalfof any personnot namedherein; that saidProponenthasnot colluded, conspired, connivedor agreed, directly or indirectly with, or inducedor solicitedany other bid or person, firm or corporationto put in a shambid, or that suchother person, firm or corporationshallor shouldrefrain from bidding; and hasnot in any mannersoughtbycollusionto secureto themselvesanyadvantageoveror againstthe City, or anypersoninterested in saidimprovement, or overanyother Proponent.

SignatureCorporationProponent)
Subscribedandswornto (or affirmed) beforemeon this dayof , 20 by ______, provedto meon the basisof satisfactoryevidenceto bethe person(s) who appearedbeforeme.

Seal _____________________________
Signature ____________________________
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8-5
No. 3 AFFIDAVITFORFIRM, ASSOCIATION, ORCO-PARTNERSHIP
STATEOF _____________, ) ss.

Countyof )
insert)
eachbeingfirst duly sworn, deposeandsay: Thatthey area
memberof the firm, associationor co-partnership, designatedas _____ who is the party makingthe foregoingbid; that the other partner, or partners, are that such bid is genuineand not sham or collusive, or made in the interest or behalfof any personnot namedherein; that saidProponenthasnot colluded, conspired, connivedor agreed, directlyor indirectlywith, or inducedor solicitedanyother bid or person, firm or corporationshallor should refrainfrom proposing; andhasnot in anymannersoughtby collusionto secureto themselvesanyadvantageover or againstthe City, or anypersoninterestedin saidimprovement, or overanyother Proponent.

Signature)
Signature)
Subscribedandswornto (or affirmed) beforemeon this dayof , 20 by , provedto meon the basisof satisfactoryevidenceto bethe person(s) who appearedbeforeme.

Seal
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9-1

9.0 PROPOSALEXHIBITS
Exhibitscanbefoundon the City’sBidFlashwebsite:
www.stocktonca.gov/adminbid

9.1 Exhibit 1 – InsuranceRequirements
TheRiskServicesDivisiondevelopsinsurancerequirementsfor all contractsfor the Cityof Stockton. TheDivisionalsoreviewsandapprovesall bondsandevidenceof insurance, including Certificatesof Insuranceandendorsementsfor all contracts. Examplesinclude:

Contracts - Constructions, ProfessionalServices, Supplier, Lease Permits - Encroachment, Revocable, StreetClosures, BlockParties Bonds - Performance, Maintenance, LaborandMaterials
CommunityServices – SpecialEvents
Thisprojectissubjectto InsuranceRequirementsfor FirefighterAnnualWellnessandMedical FitnessExaminationServices

9.2 Exhibit 2 – SampleContract
Anymajor provisionchangesto the samplecontractshouldbe submittedby the Proponent alongwith the proposalresponse.
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8.0 PROPOSAL DOCUMENTS
Firefighter Annual Wellness and Medical Fitness Examination Services PUR-24-001
SUBMITTAL DUE: THURSDAY, SEPTEMBER 21, 2023 AT 2:00 PM
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] ( if applicable)
Proponent Business Name
On Duty Health, PC
Proponent Contact Name
Greg Batla
Proponent Address 1752 E Lugonia Ave, STE 117-4949,
Redlands, CA 92373
Proponent Phone Number
512-655-3578
Proponent Email Address
[email protected]
Department of Industrial
Relations ID Number ( if
applicable)
84 02/25/2025
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ATTACHMENT B- PROPONENT'S COVENANT
In submitting this proposal, as herein described, the Proponent agrees that:

1. They have carefully examined the Scope of Work and all other provisions of this document and understand the meaning, intent and requirements of same.

2. They will enter into contract negotiations and furnish the services specified.

3. They have signed and notarized the attached Non - Collusion Affidavit form, whether individual, corporate or partnership. Must be ' A Jurat' notarization.

4. They have reviewed all clarifications/questions/answers on the City's website at www.stocktonca.gov/adminbid.

5. Confidentiality: Successful Proponent hereby acknowledges that information provided by the City is personal and confidential and shall not be used for any purpose other than the original intent outlined in the Request for Proposal. Breach of confidentiality shall be just cause for immediate termination of contract agreement.

On Duty Health, PC
FIRM
1752 E Lugonia Ave, STE 117-4949, Redlands, CA 92373

ADDRESS

SIGNED BY & DATE
CEO

TITLE OR AGENCY
512-655-3578

PHONE/FAX NUMBER
[email protected]
EMAIL
8-3
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8-4

ATTACHMENT C - NON - COLLUSION AFFIDAVIT
No. 1 AFFIDAVIT FOR INDIVIDUAL PROPONENT

STATE OF CA ,
q
iss.

County of Scf,
l,Cr-,t, r " Inn )
G (
Insert)
r ,
being first duly sworn, deposes and says: That on behalf of any person not nan eted herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Propo
Signature Individual Proponent)
Subscribed and
sworn
to ( or affirmed) before me on this 2 day ofSeneVilber, 20?3 byC rod i y on the basis of satisfactory evidence to be the person(s) who appeared before me.

I
Seal SEE ATTACHED

NOTARIZED DOCUMENT
Signature
No. 2 / AFFIDAVIT FOR CORPORATION PROPONENT

STATE OF C, ,Q
I- ) u•
County of . Sti 1 . 4 fyl wt - 1'/
insert)
CJ( R f A being first duly sworn, deposes and says: That they are the of O,, h`A / 1 a corporation, which
corporation is the party making the foregoing bid, that such isd is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said impro ement, or over any other Proponent.

Signature Cor ion Proponent)
Sr
4 ,
Subscribed and sworn to ( or affirmed) before me on this 2 I day ofF P1f V1f (, 20_3 byf j re. }- i ICA proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ` l

SEE ATTACHED

NOTARIZED DOCUMENT
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A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of San Bernardino
Subscribed and sw rn to ( or affirmed) before me on this 2 day of 20 23 , by Ere ` C3ca-r\ U
proved t me on the basis of satisfactory evidence to be the person who appeared before me.

Seal)

SANDRA GUTIERREZ
COMM # 2322560
Notary Public - California w
I San Bernardino COUNTY
0 My Comm Exp Feb 28. 2024
Signatur%
NO. 1A-k-kuc,Wol n+ C - NON Col \ Us) a fn Accic\Uv;
fFciXN\ FQf 1neVtcc\v(,I pro po ner-l-
J
02/25/2025
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A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of San Bernardino
Subscribed and sworn to ( or affirmed before meyin this 2 day ofSep-}e( 1- 20 23 , by CFIre3 } Cd
proved to e on the basis of satisfactory evidence to be the person who appeared before me.

Seal)

SANDRA GUTIERREZ
COMM # 2322560
Notary Public - California £
San Bernardino COUNTY
0 My Comm Exp Feb 28, 2024
00000000aooa00000a00000coo
Signatur
f ic\a for cOr a\Ofl proNnen4-
02/25/2025
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No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO - PARTNERSHIP STATE OF ss.

County of - i1i/i r j
Insert)
r' .'
i la , each being first duly sworn, depose and say: That they are a membEr of the firm, association or co - partnership, designated as 6- 0 who is the part making the
f/9re offg bid; that the other partner, or partners, are Wiry
n o
dyer; ,-,
r n
g1-d PA(A that such bid is genuine and n6t sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or agajj t'the City, or any person interested in said improvement, or over any other Proponent.

Signature
Signature)
c
Subscribed and
sworntoo (
or affirmed) before me on this 7 I day of S'm Pr , 2073 by -E( • pov to ! oh the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal

SEE ATTACHED

NOTARIZED DOCUMENT
8-5
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A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of San Bernardino
Subscribed and sworn to ( or affirme) before me on this I day otiSePi-et'16('r , 20 23 , by re', RCI l (,i
proved to e on the basis of satisfactory evidence to be the wperson
who appeared before me.

SANDRA GUTIERREZ
COMM # 2322560
Notary Public - California ` w
l - San Bernardino COUNTY
s My Comm Exp Feb 28, 2024
0 Seal)
Signatur(
Nc. 3 . f\ k'--c60\v4 Tor ; rff1, P SSO Ci CtO-`r CJYI, 0 1Z CO - PCr+ vne rS'nt '
L
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Keeping Firefighters
Healthy & Fit For Service
Firefighter & Physician Owned
02/25/2025
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RFP Response for PUR- 24- 001:

Stockton, CA Fire Department
NFPA- 1582 Firefighter Health
and Fitness Assessments
On- site Occupational Health
Providers Specialized in
Firefighter Health
Proposed On
9- 20- 2023
Keeping Firefighters
Healthy & Fit For Service
On Duty Health
First Responder Health
512. 655. 3578
info@onduty. health
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92354
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Dear Stockton Fire Department:

Thank you for your proposal request from On Duty Health regarding your upcoming annual firefighter health & fitness assessments. We take very seriously the high calling that it is to serve this critical population. And we’re confident that we’ll provide you with expert health assessments as well as excellent customer service.

Included in this proposal, you’ll find the outline of services we offer, including a full NFPA 1582, 1583 and WFI compliant annual assessment at your department. This includes a full body ultrasound screening, comprehensive labs, a maximal 12- lead EKG treadmill stress test ( WFI protocol), TRUE VO2 Max testing, vision and audiometry testing, muscular strength and endurance testing, in-depth behavioral health assessment, and more.

Our medical record system is fully electronic, meaning that each of your members will always have a secure online portal through which they can track their health results year to year. And, we provide administration with a department- wide analytics dashboard to help inform your decisions on where to implement health improvement plans, with our guidance.

We also hope to partner with you to offer continuing services such as return- to- duty assessments, new hire assessments, health education seminars, behavioral health support, nutrition counseling and fitness training. Consider us your one- stop- shop for all your fire health needs.

Our Co- owner and Chief Operating Officer is a recently retired Fire Chief with 28 years in the industry, bringing a firefighter- tailored experience and perspective to everything we do. We practice evidence- based medicine, following current peer- reviewed research, offering novel cancer screening tools such as the Galleri Multi- Cancer Detection Blood Test and Low Dose CT. Our physicians are board certified in cardiology, radiology, dermatology, general and preventative medicine. And our team of Physician Assistants, Nurse Practitioners, Ultrasound Technicians, Exercise Physiologists, Counselors, Nutritionists, Personal Trainers and Phlebotomists are all specifically trained in firefighter occupational health.

Again, thank you for your request. I’m hopeful that we’ll be working together soon to help keep your firefighters healthy and fit for service. And please don’t hesitate to call or email us if you have any questions.

Warm regards,
Kristin Batla, DMSc, PA- C
Chief Medical Officer, Co- owner
On Duty Health
Highlights
Full NFPA 1582, 1583, and
WFI compliant annual
assessment at your
department.

Full body ultrasound
screening, including
Radiology followup for
abnormal findings
CPET - Cardiopulmonary
Exercise Testing ( Maximal 12-
lead EKG treadmill stress test
WFI protocol), including
Cardiology followup for
abnormal findings)
TRUE VO2 Max testing
Comprehensive labs and
urinalysis
Vision and audiometry testing
Muscular strength and
endurance testing
In- depth behavioral health
assessments
Department- wide de- identified
Health Dashboards
Human Performance Data
Analysis
Return- to- duty assessments
New hire assessments
Health education seminars
Behavioral health support
Nutrition counseling
Fitness training
Conducting, participating in,
and incorporating the latest
research in firefighter health
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Company Profile
On Duty Health is a physician, firefighter and female-
owned, customer- service- centered healthcare company
specifically specialized in mobile firefighter health. We serve over 5, 000 first responders in 97 agencies across California, Texas & Missouri with our comprehensive
annual health and fitness assessments.

This company was founded specifically to improve health outcomes for firefighters; a highly at- risk population. These risks include:

Cancers ( NIOSH)
9% higher risk of being diagnosed with cancer
14% higher risk of dying from cancer
Significantly higher risk for specific types of cancer
Cardiac Deaths ( NFPA)
40- 50% of annual duty- related fatalities
Behavioral Health Issues ( IAFF)
19% experienced suicidal thoughts
27% struggled with substance abuse
65% suffer from PTSD
80% said asking for help would make them seem “weak”
With the above statistics in mind, our system has been designed to identify life threatening issues early so a firefighter may have the best chance at not only surviving, but thriving well into retirement. We are fully NFPA- compliant, but go well beyond the NFPA standards by incorporating the latest research and knowledge in firefighter- specific health concerns. And, we bring the best value for your taxpayer dollars by focusing on providing the most comprehensive option, for the best pricing; This includes providing our full physical assessment for every member, every year, as well as providing for Radiology and Cardiology followups when indicated.
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Proposal
Per RFP Specifications, we offer the following Scope of Services. However, if given the opportunity, we would like to discuss our various “ package” offerings with the department.

Description

HEALTH & FITNESS ASSESSMENT SPECIFICATIONS
Labs & Urinalysis
Urinalysis
Complete Blood Count:

Complete Metabolic Panel
Lipid Panel with LDL/ HDL Ratio
A1C
Thyroid Stimulating Hormone
Prostate Specific Antigen ( male members 40 and over)
CA- 125 ( female members)
QuantiFERON Gold TB Testing
FIT Fecal Occult Screening Kit ( members 40 and over)
On- Site Phlebotomy offered for $ 29/pp. Fee excluded if utilizing a local LabCorp or Quest for the draws.

Full Physical
Comprehensive Physical with Health History & Vitals
Titmus V2 Advanced Vision Testing
Audiometry Testing
Skin Cancer Assessment
Behavioral Health Assessment ( online questionnaires with oral evaluation from provider) Review of Results w/ Personalized Health Plan
Cardiopulmonary Screening & Fitness Assessment
Cardiopulmonary Exercise Testing ( CPET) consisting of 12- lead EKG treadmill/ stepmill stress test run to maximal volition utilizing WFI protocol, Blood Pressure readings, and TRUE VO2 Max Testing) Pulmonary Function Testing ( Spirometry)
Metabolic Analysis w/ Body Composition
Muscular Endurance, Strength and Flexibility Evaluation Cardiology followup interpretation for irregular results, if indicated Ultrasound Enhanced Cancer Screening
Ultrasound imaging of the carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic ( women), testicular and prostate ( men) Radiology followup interpretation for irregular results, if indicated Total
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Decision Science through Data Analytics
Awareness of your department’ s overall health is extremely important. We assist you by providing a de- identified Health Dashboard which shares various key health metrics, guiding you for improving the health and longevity of your crew. This data- driven model allows department administration to see exactly where attention and investment might be needed.

Electronic Medical Records & Patient Portal
Gone are the days of scribbling all of your patient history down on multiple sheets of paper, and then receiving printouts of your health information, only to misplace them and potentially compromising your Private Health Information. We are fully electronic. Every aspect of our assessment goes directly into our EMR system, and each patient gets secure access to their own Patient Portal, where they can access results, track their health from year to year, message their provider, and more.

Human Performance & Health Analysis
Each of our exams comes with a personal Human Performance health data profile that helps each member see their health and fitness levels, by the numbers. This helps, in a tangible and visual way, for the member to see areas for improvement. As well, it helps the member track their health statistics from year to year to see an overall picture of their health trends.

No Member Left Behind
We offer the most competitive pricing, while also offering the most advanced, comprehensive exam available. Our COO, as a retired Fire Chief, has made it a priority for us to offer this high- level of service, while keeping costs down to ensure taxpayers that their dollars are being spent wisely. From our lower pricing, you can see one simple, but important reality: On Duty Health is focused on First Responder Health, not maximizing profits. An important principle in our pricing structure is: NO MEMBER LEFT BEHIND. That means, for most of our packages, every member is receiving the Ultrasound Screening and Stress Testing every year. While there is some research to support age stratification, where members under 40 receive these tests over longer intervals, we have found cancer and life threatening heart conditions in this younger population. Our system provides the most comprehensive option by including these important testing elements for each member every year.
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Research Driven
We are not only interested in utilizing the newest available research for firefighter health, we are driving it. Currently, we are involved in multiple research studies to further firefighter health and wellness, particularly in regards to firefighter Behavioral Health, Cancer, and Cardiac Health. We are currently partnered with organizations such as the National Fire Academy, Fire Service Psychology Association, University of Arizona’s Center for Firefighter Health Collaborative Research, the National Disease Research Interchange’ s Center for Fire, Rescue, and EMS Health Research, and Loma Linda University. With these current research projects, we are hoping to further the fire industry as a whole, by continuing to develop the best standards possible for firefighter health.

Nutrition and Fitness Coaching
We are your year- round partner for Firefighter Health. That’s why we offer more than just a “point in time,” annual health assessment; we also offer many continuing services to improve your crews’ health throughout the year. Each of our patient’s gets free access to our On Duty Health app ( coming soon), which includes Fitness Training Plans, Nutrition Plans, a quick access copy of our Health Standards to help you train, invitations to participate in Fitness Challenges, and more. We also offer personal Fitness and Nutrition programs through tele- health for your members who need extra assistance to reach their goals, for an additional fee. And, through our partnership with Transcend Health, we offer a revolutionary system that utilizes a member’s smartwatch and AI algorithms to monitor their health on a 24/ 7/365 basis, giving valuable insights and recommendations for health improvements, along with constant access to tele- health medical providers for consults, followups, and coaching.

Galleri 50+ Multicancer Test
We have partnered with Grail to offer the Galleri test, which is a revolutionary new blood test that can detect over 50 different types of active cancers. Incredibly, this test has a false positivity rate of 0.5% and a specificity of 99.5%. Our rate is drastically reduced from the standard price of $ 949/ pp ( plus provider fees) due to an agreement with the IAFF. Click the picture to the right to learn more.

Corporate Practice of Medicine Compliance
We are fully compliant with the prohibition on the Corporate Practice of Medicine laws in the State of California ( CA Business and Professions Code 2052 and 2400). That is why On Duty Health, PC is a Professional Corporation owned by a Physician, and that entity is the one that conducts the practice of medicine. On Duty Health, LLC, which is part Firefighter Owned, is the Management Services Organization that handles administrative tasks such as billing, scheduling, etc. This ensures that medical decisions and business decisions are being made separately. 02/25/2025
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REFERENCES | California Based
We are based in Southern California, and currently serve 39 CA First Responder agencies, from the San Diego area all the way up to Eureka.

CA References:

Jay Wojnowski, Heartland Fire
jwojnowski@heartlandfire. org
Alex Kargbo, Santa Barbara Fire
akargbo@SantaBarbaraCA. gov
Jay Enns, Paso Robles Fire
JEnns@prcity. com
Reviews:

On Duty Health has set a very high bar for Health and Wellness screenings, and consulting. The team at On Duty Health took great care of our Firefighters, spent ample time explaining the findings of our assessments, and set us up for success to better serve our community. We look forward to working with them annually. - Sid Jamotte, Health & Wellness Coordinator, Ross Valley, CA FD.

On Duty Health has been great for all our members at Santa Barbara City Fire and would recommend ODHs services to any and everybody. Amazing staff and end product. - Alex Kargbo, Health & Wellness Coordinator, Santa Barbara, CA FD.

This is our second year using this service. We are very pleased. Thank you for keeping our people healthy. Amazing staff and end product. - Brian Hayward, Division Chief, Heartland Fire & Rescue, CA.

On Duty Health has been a fantastic company to work with. After transitioning to them for our annual department physicals, our personnel have had nothing but positive things to say about the experience. The consensus, which is hard to get with 180 personnel, is that the thoroughness and quality of their services is far superior to our previous provider. In my position I interact with numerous vendors and On Duty is at the top of my list for the best to work with. From the ownership to the practitioners on site, everyone is professional and responsive to our needs. Communications are clear and timely, with a truly collaborative effort existing between our department and On Duty. I highly recommend On Duty Health to anyone looking into providers for their department’ s physicals. - Captain Kyle Williford, Richardson, TX FD
Current Clients:

Arcata
Atascadero
Atwater
Barona
Big Bear
Carpenteria- Summerland
Central Marin
Coronado
El Cajon PD
Eureka PD
Five Cities
Heartland ( El Cajon, La Mesa, Lemon Grove)
Humboldt Bay
Kentfield
Loma Linda
Montecito
Morrow Bay
Mountain View
National City
North County Fire Authority ( Daly City)
North County Fire Protection Dist ( Fallbrook)
Oxnard
Palm Springs
Paso Robles
Rancho Santa Fe
Rialto
Ross Valley
San Manuel
San Miguel
Santa Barbara City
Santa Barbara County
Santee
South Placer
Tiburon
Ukiah
Victorville
West Covina
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Follow Us
@ondutyhealth
Contact
o. 512. 655. 3578
f. 512. 528. 3589
e. info@onduty. health
California:
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92374
Texas:
2028 E Ben White Blvd, STE 240- 4949
Austin, TX 78741
www. onduty. health
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KeepingFireghters Healthy & Fit For Service
PROPONENT’ S FEE SCHEDULE FOR
Stockton, CA Fire Department
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Description Crew Unit Price Pricing
HEALTH & FITNESS ASSESSMENT - FEE SCHEDULE 160 $ 749 $ 119,840 Labs & Urinalysis Included
Urinalysis
Complete Blood Count:

Complete Metabolic Panel
Lipid Panel with LDL/ HDL Ratio
A1C
Thyroid Stimulating Hormone
Prostate Specific Antigen ( male members 40 and over)
CA- 125 ( female members)
QuantiFERON Gold TB Testing
FIT Fecal Occult Screening Kit ( members 40 and over)
On- Site Phlebotomy offered for $ 29/pp. Fee excluded if utilizing a local LabCorp or Quest for the draws.

Full Physical Included
Comprehensive Physical with Health History & Vitals
Titmus V2 Advanced Vision Testing
Audiometry Testing
Skin Cancer Assessment
Behavioral Health Assessment
Review of Results w/ Personalized Health Plan
Cardiopulmonary Screening & Fitness Assessment Included Cardiopulmonary Exercise Testing ( CPET) consisting of 12- lead EKG treadmill/ stepmill stress test run to maximal volition utilizing WFI protocol, Blood Pressure readings, and TRUE VO2 Max Testing)
Pulmonary Function Testing ( Spirometry)
Metabolic Analysis w/ Body Composition
Muscular Endurance, Strength and Flexibility Evaluation Cardiology followup interpretation for irregular results, if indicated
Ultrasound Enhanced Cancer Screening Included
Ultrasound imaging of the carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic women), testicular and prostate ( men)
Radiology followup interpretation for irregular results, if indicated
Total $ 119, 840
On Duty Health
First Responder Health Specialists
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92373
512.655. 3578
info@onduty. health
Keeping firefighters healthy
and fit for service.
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Additional Services Available ( a la carte / per member) Item Description Pricing
Phlebotomy On Site Phlebotomy ( may be excluded if utilizing local LabCorp/ Quest)$ 29 Cancer Labs Galleri Multi- Cancer Early Detection Blood Test ( 50+ cancers)$ 739 CA- 125 ( ovarian cancer screening - women)$ 49
Cancer antigen 15- 3 ( CA 15-3) [ breast cancer]$ 99
Additional Fecal Occult Colorectal Cancer Screening Kits $ 59 Other Labs Hepatitis A, B and C Test ( Acute Hepatitis Panel)$ 69 QuantiFERON Gold TB ( Blood test)$ 89
Medical Professionals Urine Drug Screen ( 12 drug panel)$ 99 Nicotine Screening ( Urine)$ 49
HIV testing $ 49
Heavy Metals Profile I, Blood ( arsenic, lead, mercury)$ 129 Heavy Metals Profile II, Blood ( arsenic, cadmium, lead, mercury)$ 159 Cholinesterase ( HazMat) testing $ 69
Testosterone levels $ 49
CT Scanning Low Dose CT Lung Screening ( available through regional partners)$ 249 CT Coronary Artery Calcium Scoring ( available through regional partners)$ 249 Continuous Health
Monitoring
In a partnership with Transcend Health, we offer the option to have any or all members wear a smartwatch to monitor their health metrics 24/ 7, with on- call providers to guide their health.
99/ mo
Personal Training Our certified personal trainer can build individual or group packages to improve health outcomes through customized workout routines and demonstrations 199/ mo
Nutrition Counseling Each health assessment comes standard with nutrition recommendations. However, our licensed nutritionist can build individual or group packages to work with your members for guidance in meal planning, shopping, cooking, and more for enhanced health outcomes. 199/ mo
New Hire & Return
to Duty
Available on an ongoing basis with regional scheduling ( send member to us at a nearby agency), or Rapid Strike option.

Variable
Pricing
Mental Health
Support
Each health assessment comes standard with a written and oral behavioral health assessment, designed for firefighters. For continued support, we use counselors & therapists that are specifically trained to meet the needs of your firefighter with PTSD support and more.

Variable
Pricing
On Duty Health
First Responder Health Specialists
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92373
512.655. 3578
info@onduty. health
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CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:
147.4-E000 51

1. This Agreement is entered into between the City of Stockton (" City") and On Duty Health, PLLC (" Contractor") to provide health and wellness examinations as set forth in Exhibit A to this Agreement.

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: 11 * 2)-1 Terminates on: June 30, 2027

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $ 450,000

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
a) Exhibit A — Statement of Work
b) Exhibit B — Insurance
c) Exhibit C — General Terms & Conditions
d) Exhibit D — Professional Services Special Terms & Conditions e) Exhibit E — Compensation Schedule
f) Exhibit F — Timeline
g) Exhibit G - Special Funding Terms & Conditions ( If applicable check box)YES IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
On Duty Health, PLLC
Contractor's Name ( if other than an individual, state whether a corporation, partnership, etc.):

Authori d Signature
Greg Batla, CEO
Printed Name and Title of Person Signing
Date
1752 E Lugonia Ave., Ste. 117-4949, Redlands, CA 92373
Address
l
Harry Black, " GGytyyl tanager
ATTEST:

CITY OF STOCKTON
o
tyEliza
R. Garza CIVIC, City Cler
APPROVED AS TO FORM: co °
Lori M. Asuncion, City Attorney
BY:
1[02
Date
1 Rev. 10.27.22)
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EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1 To provide on - site firefighter health and fitness assessments ( Services) on an as needed basis, as requested by the City.

2. Project Scope

2.1 Contractor shall provide Services on an as needed basis, as requested by the City.

2.2 Contractor shall provide the City a de - identified Health Dashboard which shares Fire Department health metrics.

2.3 Contractor shall provide each patient secure access to a web - based patient portal for access to electronic medical records, test results, year - over - year health metrics and trends, and secure doctor - patient messaging.

2.4 In the event the Contractor successfully develops a health application, Contractor shall grant City access to the application at no additional cost to the City. City access will be limited to sworn Fire Department employees.

3. Specifications
Contractor Services shall include:

3.1 Labs & Urinalysis
Urinalysis
Complete Blood Count
Complete Metabolic Panel
Lipid Panel with LDL/HDL Ratio
A1C
Thyroid Stimulating Hormone
Prostate Specific Antigen ( male members 40 and over)
CA - 125 ( female members)
QuantiFERON Gold TB Testing
FIT Fecal Occult Screening Kit ( members 40 and over)
On - Site Phlebotomy ( if applicable)

3.2 Full Physical
Comprehensive Physical with Health History & Vitals
Titmus V2 Advanced Vision Testing
Audiometry Testing
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Skin Cancer Assessment
Behavioral Health Assessment
Review of Results with Personalized Health Plan

3.3 Cardiopulmonary Screening & Fitness Assessment
Cardiopulmonary Exercise Testing ( CPET) consisting of 12- lead EKG treadmill/stepmill stress test run to maximal volition utilizing WFI protocol, Blood Pressure readings, and TRUE VO2 Max Testing) Pulmonary Function Testing ( Spirometry)
Metabolic Analysis w/ Body Composition
Muscular Endurance, Strength and Flexibility Evaluation Cardiology follow-up interpretation for irregular results, if indicated

3.4 Ultrasound Enhanced Cancer Screening
Ultrasound imaging of the carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic ( women), testicular and prostate (men)
Radiology follow-up interpretation for irregular results, if indicated

4. Internal and External Standards and Guidelines

4.1 Contractor Services shall be National Fire Protection Association ( NFPA) 1582/1583 and The International Association of Fire Fighters (IAFF) and International Association of Fire Chiefs ( IAFC) Wellness - Fitness Initiative WFI) 4th Edition compliant.

4.2 City will furnish the Contractor with a comprehensive list of all employees slated to receive Services, no later than six ( 6) weeks prior to the commencement of Services by the Contractor.

4.3 Upon receipt of the employee list provided by City in accordance with Section 4.2, the Contractor shall provide the City with a Schedule Template outlining each available appointment for Services. This Schedule Template must be provided to the City no later than two ( 2) weeks from the date of receiving the employee list.

4.4 City will complete the Schedule Template specifying the date and time for each member scheduled to receive Services. The completed Schedule Template will be submitted to the Contractor no later than two ( 2) weeks prior to the City's first appointment for Services.

4.5 Contractor shall provide all equipment and supplies necessary for the Services, except for a treadmill. City will provide a properly functioning treadmill ( with variable speed and variable incline) and adequate space for the Services to be conducted.

4.6 City will make their best effort to ensure all City employees arrive for their appointment with all patient intake ( online check - in) information completed. 2 02/25/2025
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4.7 City acknowledges that employees who arrive for their appointment later than 15 minutes after their scheduled start time will be turned away by Contractor.

4.7.1 Contractor shall not turn away any City employee who arrives late due to an emergency call.

4.7.2 Contractor shall permit City to substitute another City employee when a vacancy occurs due to tardiness.

4.8 In the event members of nearby agencies are unable to receive Services during their scheduled time, the City may, at its discretion, accommodate a limited number of members from other nearby agencies to receive services on City premises.

4.8.1 The City reserves the sole discretion to determine the eligibility of individuals to receive services on City premises, taking into consideration factors such as capacity, resource availability, and program priorities.

4.8.2 Contractor shall not invoice City for any Services provided to another agency's employee on City premises.

4.8.3 All Contractor requests for providing Services to outside agencies on City premises shall be submitted by Contractor to the Deputy Fire Chief for prior approval. Requests may be submitted and approved via email.

4.8.4 Contractor shall promptly notify City of any individuals from another agency who will receive Services on City premises, allowing City adequate time to request and obtain completed waiver/release of liability forms from the relevant members of the other agency.

4.8.4.1 Contractor acknowledges that any member from an outside agency that fails to complete and submit the required
waiver/release of liability forms to the City shall not be eligible to receive Services on City premises.

4.8.5 Contractor shall provide the same reciprocity to City employees while providing Services to other nearby agencies.

5. Notices
Pursuant to Exhibit C — General Terms and Conditions, Paragraph 15 — Notices, the mailing address for all required notices is as follows:

Contractor: On Duty Health, PLLC City:

Attn: Greg Batla, CEO
1752 E Lugonia Ave., STE 117-4949
Redlands, CA 92373
City of Stockton
Attn: City Manager
425 N. El Dorado Street
Stockton, CA 95202
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6. Key Personnel
Kristin Batla, DMSc, PA - C, Chief Medical Officer, On Duty Health

7. Option to Renew.

The term of the Agreement may be extended up to two ( 2) by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed five ( 5) years.
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Exhibit B:

Insurance Requirements
Firefighter Annual Physicals & Wellness Exams)
Consultant 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 Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability ( CGL): Insurance Services Office Form CG 00 01 covering CGL on an " occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertisinginjury 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 ( ISO CG 25 03 or 25 04) 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), or if Consultant has no owned autos, Code 8 ( hired) and 9 ( non - owned), with limit no less than $ 1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $ 1,000,000 per accident for bodily injury or disease.

Not required if consultant provides written verification it has no employees)

4. Professional Liability/Errors and Omissions Insurance appropriate to the Consultant's profession, with limit no less than $ 2,000,000 per occurrence or claim, 2,000,000 aggregate.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or 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 the City of Stockton.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
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The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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. 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 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read " City of Stockton, its officers, officials, employees, and volunteers." Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor's insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self - Insured Retentions ( SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true " following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
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Self - Insured Retentions
Self - insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self - insured retention ( SIR) or deductible that exceeds $ 25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self - insured retention ( SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies ( Professional & Pollution only)
If any of the required policies provide claims - made coverage:

1. The Retroactive Date must be shown, and must be before the 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 the contract of 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 date, the Contractor must purchase " extended reporting" coverage for a minimum of five ( 5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, 02/25/2025
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failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five ( 5) years after completion of the contract of work.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor — HR
Stockton, CA 95202
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EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty ( 30) days of receipt of Contractor's invoice, City will review invoice, and if acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty ( 30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty 60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor's Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor's work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such 9 02/25/2025
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assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor's Status.

9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City.

Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer -employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the 10 02/25/2025
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services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's personnel.

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
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11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non - Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or ( b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non - Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attomey's fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton's sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.

14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 12 02/25/2025
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17. Licenses, Certifications and Permits. Prior to the City's execution of this Agreement and prior to the Contractor's engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three ( 3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor's services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law. California law shall govem any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
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23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non - Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition ( including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City's nondiscrimination policy; the Fair Employment and Housing Act ( Government Code sections 12990 ( et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 ( P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that " no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance." ( 42 USC Section 2000d).
http://www.dol.gov/oasam/reps/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re - commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor's business. 14 02/25/2025
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28. Cumulative Rights, Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
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EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 " Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 " Deliverable" means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (" GTC") Exhibit C, and all other Exhibits identified in the Standard Agreement.
2A Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor's agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other 16 02/25/2025
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losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor's Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing under similar conditions. Contractor shall comply with the profession's standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re - performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City's rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C — GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed 17 02/25/2025
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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement 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 Agreement. 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. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor's compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. " key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
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8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor's possession without obligation of confidentiality, is independentlydeveloped by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. " Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities. 19 02/25/2025
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EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $ 450,000 hereafter the " not to exceed" amount). The " not to exceed" amount includes all payments to be made pursuant to this Agreement. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the " not to exceed" amount is reached. If work is completed before the " not to exceed" amount is reached, the Contractor's compensation will be based on the Contractor's invoices previously submitted for acceptable work performed and approved.

2. Task Price. Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.

Task Description Task Price
1 Firefighter Health and Fitness Assessment 749 each
TOTAL NOT TO EXCEED 450,000

2.2 City may cancel or modify the expected number of patients to be seen, in whole or in part, without penalty prior to six ( 6) weeks out from the date set for receiving the Services. After this point, the City may not decrease the expected number of patients to be seen on that particular Service date and shall be responsible for fees for Services in accordance with the Task Price listed above.

2.2.1 In the event a City employee(s) will miss the scheduled Services due to sickness or other reasons, the City will hold a " credit" for that employee and may work with Contractor to schedule Services at another time and place in accordance with Exhibit A, Section 4.8.5. This credit shall remain valid for two hundred ( 200) days from the City employee's originally scheduled Service date.

2.3 Contractor may adjust the Task Price above in accordance with changes in the Consumer Price Index ( CPI) for the Western Region All Items Index. Such adjustments shall be made annually on the anniversary of this Agreement's effective date. 20 02/25/2025
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2.3.1 Prior to implementing any price increase, the Contractor shall provide the City with written notice of the proposed adjustment at least eight ( 8) weeks in advance of providing services.

3. Additional Services. The following is a price list that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the prices set forth below:

Category Description Price
Phlebotomy On Site Phlebotomy ( excluded if City
utilizes local LabCorp/Quest)
29 Cancer Labs Galleri Multi - Cancer Early Detection
Blood Test ( 50+ cancers)
739
Cancer antigen 15-3 ( CA 15-3) [ breast
cancer]
99 Other Labs Hepatitis A, B and C Test ( Acute Hepatitis Panel)
69 Medical Professionals Urine Drug Screen
12 drug panel)
99 Nicotine Screening ( Urine) 49
HIV testing 49
Heavy Metals Profile I, Blood ( arsenic,
lead, mercury)
129
Heavy Metals Profile II, Blood ( arsenic,
cadmium, lead, mercury)
159
Cholinesterase ( HazMat) testing 69
Testosterone levels 49
CT Scanning Low Dose CT Lung Screening ( available
through Contractor's regional partners)
349
CT Coronary Artery Calcium Scoring
available through Contractor's regional
partners)
249
Continuous Health
Monitoring
Contractor shall offer the option to have
any or all members wear a smartwatch to
99/mo
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monitor their health metrics 24/7, with on -
call providers to guide their health.

Personal Training Contractor shall offer a certified personal trainer to build individual or group
packages to improve health outcomes
through customized workout routines and
demonstrations.
199/mo
Nutrition
Counseling
Each health assessment shall come
standard with nutrition recommendations.

In addition, Contractor shall offer access
to a licensed nutritionist to build individual
or group packages to work with members
for guidance in meal planning, shopping,
cooking, and more for enhanced health
outcomes.
199/mo
New Hire & Return
to Duty
Available on an ongoing basis with
regional scheduling or Rapid Strike
option.

Quote
available
upon
request
Mental Health
Support
Each health assessment shall come
standard with a written and oral
behavioral health assessment, designed
for firefighters. For continued support,
Contractor shall offer use of counselors &
therapists that are specifically trained to
meet the needs of firefighters with PTSD
Quote
available
upon
request

4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to [email protected].
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EXHIBIT F

TIMELINE

1.1 Contractor shall provide services on an as needed basis, as requested by the City
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EXHIBIT G

SPECIAL FUNDING TERMS AND CONDITIONS
Not Applicable — Intentionally Left Blank)
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Cooperative Procurement Services ( No PW) ( No RFP) 1 of 10 ON DUTY HEALTH, PC

COOPERATIVE PROCUREMENT CONTRACT

AS- NEEDED COMPREHENSIVE FIREFIGHTER

HEALTH AND FITNESS ASSESSMENTS
THIS “ CONTRACT” is entered into by and between the “Parties” as of ___________________ Contract Date”).

1.0 THE “ PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Bret Davidson
Billing Contact: Maia Hodge
The “ Contractor”:

ON DUTY HEALTH, PC, a California stock
corporation
1752 E Lugonia Ave, Ste 117- 4949
Redlands, CA 92374
Contact: Greg Batla

2.0 BASIC TERMS

2.1 Contractor was awarded a contract for Health and Wellness Examinations under a competitive bid process from City of Stockton on May 1, 2024 (“Originating Agency Agreement”), which is set forth in Exhibit F, and Contractor has offered to provide goods and/ or services to the City on the same terms and conditions that were provided to City of Stockton, except as otherwise modified herein.

2.2 City is authorized under Vista Municipal Code Section 3.08. 060. C, to participate in cooperative purchasing plans, programs, or services. The Originating Agency Agreement expressly allows other governmental agencies, such as the City, to utilize it as a cooperative procurement contract.

2.3 Contractor has submitted to City a Proposal to perform certain “ Services” dated January 20, 2025 (“Exhibit A”).

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor desires to enter into this “Contract” with City for the Services.

2.6 The “Contract Ceiling Price” is $441, 000.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect until June 30, 2027.

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.
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EXHIBIT 3
Cooperative Procurement Services ( No PW) ( No RFP) 2 of 10 ON DUTY HEALTH, PC

4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.

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 the quantity of 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: the Originating Agency Agreement and Exhibits A–E. In resolving conflicts resulting 02/25/2025
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Cooperative Procurement Services ( No PW) ( No RFP) 3 of 10 ON DUTY HEALTH, PC from any inconsistencies in in any of the Contract Documents, the parties will use the following order of precedence: ( 1) this Contract and any duly authorized amendments thereto; ( 2) Exhibits A-E; and ( 3) the Originating Agency Agreement ( Exhibit F).

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 ASSISTANCE BY CITY
All information, data, records, reports and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records reports and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records reports, and maps be inaccurate, incomplete or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

9.0 STANDARD OF PERFORMANCE

9.1 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.

9.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, code s, ordinances, regulations and 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.

10.0 CONTRACTOR’ S STATUS; CONTRACTOR’ S EMPLOYEES

10. 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.

10. 2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
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10. 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.

10. 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.

10. 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 or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

10. 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.

11.0 CIVIL RIGHTS

11. 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.

11. 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.

11. 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.

11. 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.

11. 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. 02/25/2025
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11. 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.

11. 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 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.

12.0 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.

13.0 ASSIGNMENT AND SUBCONTRACTING

13. 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 percent ( 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.

13. 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 sub contractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee. 02/25/2025
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14.0 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.

15.0 FINANCIAL RECORDS

15. 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 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.

15. 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 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.

16.0 OWNERSHIP OF DOCUMENTS

16. 1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, 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 hereby assigns, 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. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.

16. 2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, 02/25/2025
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Cooperative Procurement Services ( No PW) ( No RFP) 7 of 10 ON DUTY HEALTH, PC devices or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: ( a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or ( b) modify the materials so that they become non -infringing.

17.0 CONFIDENTIALITY

17. 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.

17. 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.

18.0 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 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.

19.0 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.

20.0 INDEMNIFICATION

20. 1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers ( collectively, “ Indemnitees”) harmless against any and all liability, 02/25/2025
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Cooperative Procurement Services ( No PW) ( No RFP) 8 of 10 ON DUTY HEALTH, PC loss, damage, fine, penalty, expense, claim or cost ( including without limitation costs and fees of litigation) of every nature ( collectively, “ Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: ( 1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or ( 2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: ( i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or ( ii) such other amount as may be required by law (“Duty of Indemnification”).

20. 2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incid ent to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.

21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

22.0 SERVICE OF NOTICE

22. 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 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.

22. 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.

23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

24.0 SURVIVAL OF COVENANTS
Contractor’ s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.

25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
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26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

27.0 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.

28.0 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.

Text continued onto page 10.]
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29.0 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:

JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHYVALDEZ, CITY CLERK
By:

APPROVED AS TO FORM:

WALTERCHUNG, CITY ATTORNEY
By:

RISK MANAGEMENT REVIEW:

ANALISAHOLBROOK, RISK MANAGER
By:

Contractor”
ON DUTY HEALTH, PC, a California stock
corporation
By:

NAME/TITLE
By:

NAME/TITLE

APPROVED
Beverly Roxas
20250218141825
02/25/2025
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Exhibit A

EXHIBIT A
CONTRACTOR’ S PROPOSAL
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ESTIM ATE
On Duty Health, PLLC
1752 E. Lugonia Ave STE 117- 494 9
Redlan ds, CA 9237 4
info@on duty. health
1 (51 2 ) 65 5 -3578
www. onduty. health
Bill t o
Vista, CA Fire Department
Shi p to
Vista, CA Fire Department
Estimate details
Estimate no.: 1176
Estimate date: 01/ 20/ 2025
Expiration date: 03/24/2025
Date Product or service Description Qty Rate Amount

1." Silver Packag e" Health & F itn ess
A ssessmen t
Lab s & Urinaly s is :

Ur inaly s is , Comp lete B lood Count,
Comp lete M etab olic Panel , Lip id Panel
with LD L/ HD L Ratio, A1C, Thy roid
Stimulating Hormone , Pros tate Sp eci c
Antigen ( male p atients 40 and ov er), FIT
Fecal Occult Screening Kit ( p atients 40
and ov er )
Full Phy s ical:

Comp rehens ive Phy sical with Health
His tor y & Vitals , Titmus V2 Ad v anced
Vis ion Tes ting , Aud iometr y Tes ting ,
Sk in Cancer As ses s ment , B ehav ioral
Health As s es s ment , Rev iew of Res ults
w/ Pers onalized Health Plan
Card iop ulmonary Screening & Fitnes s
As s es s ment
Card iop ulmonary Ex ercis e Tes ting
CPET, cons isting of 12- lead EKG
tread mill/ s tep mill s tres s tes t run to
max imal volition utilizing WFI p rotocol,
B lood Pr es s ure read ings , and TR UE
VO2 M ax Tes ting), Pulmonary Function
Tes ting ( Sp irometry ), M etab olic
Analy sis w/ B od y Comp os ition ,
M us cular End urance, Str ength and
Flex ib ility Ev aluation, Card iology
followup interp retation for irregular
res ults , if ind icated
Ultras ound Cancer Screening:

Ultras ound imaging of the carotid
arteries , thy roid , liver, p ancreas , gall
b lad d er, sp leen, kid ney s , b lad d er,
91 $ 749. 00 $ 68, 159. 00
02/25/2025
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p elv ic ( women), tes ticular and p ros tate
men) , Rad iology followup
inter p retation for irr egular res ults , if
ind icated

2. O n Site Ph lebotomy Send ing p hleb otomis t on- s ite to p erform d raws and ur inaly s is
91 $ 29. 00 $ 2,639. 00

3. Galleri 50+ Mu ltican cer Detection
Blood Test by Grail
46 $ 739.00 $ 33,994. 00

4. CA - 125 Ov arian Cancer Screening - Women 1 $ 0.00 $ 0.00 Total $ 104,792.00
Exp iry
date 03/24/2025
Accepted date Accep ted by
02/25/2025
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Additional Services Available ( a la carte / per member) Item Description Pricing
Phlebotomy On Site Phlebotomy ( may be excluded if utilizing local LabCorp/ Quest)$ 29 Cancer Labs Galleri Multi- Cancer Early Detection Blood Test ( 50+ cancers)$ 739 CA- 125 ( ovarian cancer screening - women)$ 49
Cancer antigen 15- 3 ( CA 15-3) [ breast cancer]$ 99
Additional Fecal Occult Colorectal Cancer Screening Kits $ 59 Other Labs Hepatitis A, B and C Test ( Acute Hepatitis Panel)$ 69 QuantiFERON Gold TB ( Blood test)$ 89
Medical Professionals Urine Drug Screen ( 12 drug panel)$ 99 Nicotine Screening ( Urine)$ 49
HIV testing $ 49
Heavy Metals Profile I, Blood ( arsenic, lead, mercury)$ 129 Heavy Metals Profile II, Blood ( arsenic, cadmium, lead, mercury)$ 159 Cholinesterase ( HazMat) testing $ 69
Testosterone levels $ 49
CT Scanning Low Dose CT Lung Screening ( available through regional partners)$ 249 CT Coronary Artery Calcium Scoring ( available through regional partners)$ 249 Continuous Health
Monitoring
In a partnership with Transcend Health, we offer the option to have any or all members wear a smartwatch to monitor their health metrics 24/ 7, with on- call providers to guide their health.
99/ mo
Personal Training Our certified personal trainer can build individual or group packages to improve health outcomes through customized workout routines and demonstrations 199/ mo
Nutrition Counseling Each health assessment comes standard with nutrition recommendations. However, our licensed nutritionist can build individual or group packages to work with your members for guidance in meal planning, shopping, cooking, and more for enhanced health outcomes. 199/ mo
New Hire & Return
to Duty
Available on an ongoing basis with regional scheduling ( send member to us at a nearby agency), or Rapid Strike option.

Variable
Pricing
Mental Health
Support
Each health assessment comes standard with a written and oral behavioral health assessment, designed for firefighters. For continued support, we use counselors & therapists that are specifically trained to meet the needs of your firefighter with PTSD support and more.

Variable
Pricing
On Duty Health
First Responder Health Specialists
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92373
512.655. 3578
info@onduty. health
02/25/2025
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Exhibit B

EXHIBIT B

NOT APPLICABLE TO THIS CONTRACT
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Exhibit C, Page 1 of 3

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:

1. 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, 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 to 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:

1. 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 02/25/2025
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Exhibit C, Page 2 of 3
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 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 02/25/2025
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Exhibit C, Page 3 of 3
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. 02/25/2025
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER( S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
A/ C, No):

FAX
E-
MAILADDRESS:

PRODUCER
A/ C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOSONLY

NON- OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
E. L. DISEASE - POLICY LIMIT
E. L. DISEASE - EA EMPLOYEE
E. L. EACH ACCIDENT

EROTH-STATUTEPER

LIMITS(MM/ DD/ YYYY)

POLICY EXP(

MM/ DD/ YYYY)
POLICY

EFFPOLICYNUMBERTYPEOFINSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE

AGGREGATE
OCCUR

CLAIMS- MADE
DED RETENTION $

PRODUCTS - COMP/ OP AGG

GENERAL AGGREGATE

PERSONAL & ADV INJURY
MED EXP ( Any one person)

EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY
PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 ( 2016/ 03)
1988- 2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
1/16/ 2025
Arthur J. Gallagher Risk Management Services, LLC
2850 Golf Road
Rolling Meadows IL 60008
Juanita Ortiz
713- 623- 2451 713- 623- 0967
Juanita_ Ortiz@ajg. com
Evanston Insurance Company 35378
ONDUTYH- 01 StarStone National Insurance Company
25496ONDUTYHEALTH–TEXAS, PLLC
On Duty Health PC; On Duty Health LLC
2028 E Ben White Blvd, Ste 240 - 4949
Austin TX 78741
Chubb National Insurance Company 10052
Coalition Insurance Company
Ohio Casualty Insurance Company 24074
122719013
A X 1,000, 000
X 100, 000
5,000
2,000, 000
X
Y Y 3AA851511 1/11/ 2025 1/11/ 2026
B X 2,000, 000
X
73756X251ALI 1/11/ 2025 1/11/ 2026
2,000, 000
C XY718112122/ 26/ 2024 2/26/ 2025
1,000, 000
1,000, 000
1,000, 000
D
E
Cyber Liability
Equipment Floater
C4NH9258445CYBER2024
BMO68155411
8/5/ 2024
9/6/ 2024
8/5/ 2025
9/6/ 2025
Limit / Retention
limit
Deductible
2M /$ 5,000
60, 000
1,000
MEGL0009- 01 0918 Blanket Additional Insured
City of Vista, its officers, officials, employees, boards, commissions, and volunteers are included as an Additional Insured( s) as respects to General Liability policy, pursuant to and subject to the policy' s terms, definitions, conditions and exclusions. Waiver of Subrogation applies to Additional Insured( s) as respects to General Liability and Workers Compensation policies, pursuant to and subject to the policy' s terms, definitions, conditions and exclusions.

City of Vista
200 Civic Center Drive
Vista CA 92084
02/25/2025
C6

ill
MARKEL® EVANSTON INSURANCE COMPANY

COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 3AA742914
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

LIQUOR LIABILITY COVERAGE FORM

OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM

SCHEDULE
Additional Premium: $ 500 ( Check box if fully earned
Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms.

A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are required by valid written contract or agreement to provide such coverage, but only with respect to " bodily injury", " property damage" including " bodily injury" and " property damage" included in the " products - completed operations hazard"), and " personal and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. The insurance afforded to such additional insured will not be broader than that which you are required by the valid written contract or agreement to provide for such additional insured.

Our agreement to accept an additional insured provision in a valid written contract or agreement is not an acceptance of any other provisions of such contract or agreement or the contract or agreement in total.

When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured.

No coverage applies to such additional insured for injury or damage of any type to any " employee" of the Named Insured or to any obligation of the additional insured to indemnify another because of damages arising out of such injury or damage.

B. With respect to the insurance afforded to these additional insured, the following is added to limits of insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the valid written contract or agreement; or

2. Available under the applicable limits of insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable limits of insurance shown in the Declarations.

All other terms and conditions remain unchanged.

MEGL 0009-01 09 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission.
02/25/2025
C6

Workers' Compensation and Employers' Liability Policy
EndorsementNumberNamedInsured

ON DUTY HEALTH - TEXAS, PLLC
Policy Number
Symbol: Number: ( 25) 7181- 12- 12
Policy Period
02/26/ 2024 TO 02/ 26/ 2025
Effective Date of Endorsement
02/ 26/ 2024
Issued By ( Name of Insurance Company)
Chubb National Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3. A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

Schedule

1. ( ) Specific Waiver
Name of person or organization:

X ) Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations:

3. Premium:

The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person( s) or organization( s) arising out of the operations described.

4. Minimum Premium:

Authorized Representative
WC 90 03 75 (05/18)
Insured Copy
02/25/2025
C6

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)
01/ 15/ 2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A stat ement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Arthur J. Gallagher Risk Management Services, Inc.
11550 Fuqua, Suite 205
Houston, TX 77034

CONTACT
NAME: Credentialing Team
PHONE
A/ C, NO, EXT): 281- 674- 1420
FAX
A/ C, No): 281- 674- 1460
E-MAIL
ADDRESS: GSHIS@AJG. COM
INSURER( S) AFFORDING COVERAGE NAIC #
COMPANY A: Evanston Insurance Company 35378

INSURED
On Duty Health PC
2028 E Ben White Blvd # 240- 4949
Austin, TX 78741- 6966
COMPANY B:

COMPANY C:

COMPANY D:

COMPANY E:

COMPANY F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSR
SUBR

WVD POLICY NUMBER

POLICY EFF

MM/ DD/ YYYY)

POLICY EXP

MM/ DD/ YYYY) LIMITS

N/ A N/ A N/ A
EACH OCCURRENCE $ N/ A

COMMERCIAL GENERAL LIABILITY

DAMAGE TO RENTED
PREMISES ( Ea occurrence) $ N/ A
CLAIMS MADE OCCUR MED EXP ( Any one person) $ N/ A
PERSONAL & ADV INJURY $ N/ A
GENERAL AGGREGATE $ N/ A
GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS – COMP/ OP AGG $ N/ A POLICY
PRO-
JECT LOC $ N/ A

AUTOMOBILE LIABILITY

N/ A N/ A N/ A

COMBINED SINGLE LIMIT
Ea accident) $ N/ A
ANY AUTO BODILY INJURY ( Per person) $ N/ A
OWNED

AUTOS ONLY

SCHEDULED
AUTOS BODILY INJURY ( Per accident) $ N/ A

HIRED AUTOS
ONLY

NON- OWNED

AUTOS ONLY

PROPERTY DAMAGE
Per accident) $ N/ A
N/ A

UMBRELLA LIAB OCCUR

N/ A N/ A N/ A
EACH OCCURRENCE $ N/ A
EXCESS LIAB CLAIMS MADE AGGREGATE $ N/ A
DED RETENTION $ $ N/ A

WORKERS COMPENSATION
AND EMPLOYERS’ LIABILITY Y/ N

N/ A N/ A N/ A N/ A

WC STATU-

TORY LIMITS
OTH-
ER $ N/ A

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E. L. EACH ACCIDENT $ N/ A
E. L. DISEASE – EA EMPLOYEE $ N/ A
E. L. DISEASE – POLICY LIMIT $ N/ A

A OTHER
Medical Prof. Liability
Retro Date: 01/ 07/ 2022
Type: Claims Made
MKLV3PSM002861 01/ 07/ 2025 01/ 07/ 2026
Each Med. Incident: $ 1, 000, 000
Aggregate Limit: $ 3, 000, 000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ADDITIONAL INSURED: On Duty Health PC INSURED SPECIALTY: Entity

CERTIFICATE HOLDER CANCELLATION
City of Vista
200 Civic Center Drive
Vista, CA 92084

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD 02/25/2025
C6

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)
01/ 15/ 2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A stat ement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Arthur J. Gallagher Risk Management Services, Inc.
11550 Fuqua, Suite 205
Houston, TX 77034

CONTACT
NAME: Credentialing Team
PHONE
A/ C, NO, EXT): 281- 674- 1420
FAX
A/ C, No): 281- 674- 1460
E-MAIL
ADDRESS: GSHIS@AJG. COM
INSURER( S) AFFORDING COVERAGE NAIC #
COMPANY A: Evanston Insurance Company 35378

INSURED
On Duty Health PC
2028 E Ben White Blvd # 240- 4949
Austin, TX 78741- 6966
COMPANY B:

COMPANY C:

COMPANY D:

COMPANY E:

COMPANY F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSR
SUBR

WVD POLICY NUMBER

POLICY EFF

MM/ DD/ YYYY)

POLICY EXP

MM/ DD/ YYYY) LIMITS

N/ A N/ A N/ A
EACH OCCURRENCE $ N/ A

COMMERCIAL GENERAL LIABILITY

DAMAGE TO RENTED
PREMISES ( Ea occurrence) $ N/ A
CLAIMS MADE OCCUR MED EXP ( Any one person) $ N/ A
PERSONAL & ADV INJURY $ N/ A
GENERAL AGGREGATE $ N/ A
GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS – COMP/ OP AGG $ N/ A POLICY
PRO-
JECT LOC $ N/ A

AUTOMOBILE LIABILITY

N/ A N/ A N/ A

COMBINED SINGLE LIMIT
Ea accident) $ N/ A
ANY AUTO BODILY INJURY ( Per person) $ N/ A
OWNED

AUTOS ONLY

SCHEDULED
AUTOS BODILY INJURY ( Per accident) $ N/ A

HIRED AUTOS
ONLY

NON- OWNED

AUTOS ONLY

PROPERTY DAMAGE
Per accident) $ N/ A
N/ A

UMBRELLA LIAB OCCUR

N/ A N/ A N/ A
EACH OCCURRENCE $ N/ A
EXCESS LIAB CLAIMS MADE AGGREGATE $ N/ A
DED RETENTION $ $ N/ A

WORKERS COMPENSATION
AND EMPLOYERS’ LIABILITY Y/ N

N/ A N/ A N/ A N/ A

WC STATU-

TORY LIMITS
OTH-
ER $ N/ A

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E. L. EACH ACCIDENT $ N/ A
E. L. DISEASE – EA EMPLOYEE $ N/ A
E. L. DISEASE – POLICY LIMIT $ N/ A

A OTHER
Medical Prof. Liability
Retro Date: 01/ 07/ 2022
Type: Claims Made
MKLV3PSM002861 01/ 07/ 2025 01/ 07/ 2026
Each Med. Incident: Shared $ 1M
Aggregate Limit: Shared $ 3M
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ADDITIONAL INSURED: On Duty Heath, PLLC INSURED SPECIALTY: Entity

CERTIFICATE HOLDER CANCELLATION
City of Vista
200 Civic Center Drive
Vista, CA 92084

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD 02/25/2025
C6

ANY PROPRIETOR/ PARTNER/
EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDL

SUBRLTRINSDWVD
PRODUCER CONTACTNAME:

FAXPHONE(
A/ C, No):(A/ C, No, Ext):

E-
MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICYEXPTYPEOF INSURANCE LIMITS(MM/ DD/ YYYY)( MM/ DD/ YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS

COMPENSATIONANDEMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TORENTEDCLAIMS-MADE OCCUR $ PREMISES ( Ea occurrence) MED EXP ( Any one person)$
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/ OPAGGJECT
OTHER:$
COMBINED SINGLE LIMIT $(
Ea accident)
ANY AUTO BODILY INJURY ( Per person)$

OWNED SCHEDULED
BODILY INJURY ( Per accident)$AUTOS ONLY AUTOS
HIRED NON- OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY ( Per accident)

OCCUR EACH OCCURRENCE
CLAIMS- MADE AGGREGATE $
DED RETENTION $

PER OTH-

STATUTE ER
E. L. EACH ACCIDENT
E. L. DISEASE - EA EMPLOYEE $
If yes, describe under
E. L. DISEASE - POLICYLIMITDESCRIPTIONOF OPERATIONS below INSURER( S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
1988- 2015 ACORD CORPORATION. All rights reserved.ACORD 25 ( 2016/ 03)

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)
The ACORD name and logo are registered marks of ACORD
1/23/ 2025
888) 416- 2402
20260
On Duty Health PC
Greg Balta
1752 E Lugonia Av Ste 117- 494
Redlands, CA 92374
1, 000,000A
50004878601 9/10/2024 3/10/ 2025
Current Proof of Insurance *
City of Vista
200 Civic Center Drive
Vista, CA 92084
ONDUTYH- 02 LEUJA1
Auto Club Services,
LLC2601S. Figueroa St
MS
H302LosAngeles, CA 90007
Infinity Select
X
02/25/2025
C6

Exhibit D

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
02/25/2025
C6

00108727 1 Exhibit E

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.
02/25/2025
C6

Exhibit F

EXHIBIT F

ORIGINATING AGENCY AGREEMENT
02/25/2025
C6

CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:
00 511

1. This Agreement is entered into between the City of Stockton (" City") and On Duty Health, PLLC (" Contractor") to provide health and wellness examinations as set forth in Exhibit A to this Agreement.

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on: June 30, 2027

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $ 450,000

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
a) Exhibit A — Statement of Work
b) Exhibit B — Insurance
c) Exhibit C — General Terms & Conditions
d) Exhibit D — Professional Services Special Terms & Conditions e) Exhibit E — Compensation Schedule
f) Exhibit F — Timeline
g) Exhibit G - Special Funding Terms & Conditions ( If applicable check box)YES IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
On Duty Health, PLLC
Contractor's Name ( if other than an individual, state whether a corporation, partnership, etc.):

Authorit'd Signature
Greg Batla, CEO
Printed Name and Title of Person Signing
Date
1752 E Lugonia Ave., Ste. 117-4949, Redlands, CA 92373
Address

CITY OF STOCKTON
Harry Black, t Manager Date
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:

Rev. 10.27.22)
02/25/2025
C6

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1 To provide on - site firefighter health and fitness assessments ( Services) on an as needed basis, as requested by the City.

2. Project Scope

2.1 Contractor shall provide Services on an as needed basis, as requested by the City.

2.2 Contractor shall provide the City a de - identified Health Dashboard which shares Fire Department health metrics.

2.3 Contractor shall provide each patient secure access to a web - based patient portal for access to electronic medical records, test results, year - over - year health metrics and trends, and secure doctor - patient messaging.

2.4 In the event the Contractor successfully develops a health application, Contractor shall grant City access to the application at no additional cost to the City. City access will be limited to sworn Fire Department employees.

3. Specifications
Contractor Services shall include:

3.1 Labs & Urinalysis
Urinalysis
Complete Blood Count
Complete Metabolic Panel
Lipid Panel with LDL/HDL Ratio
A1C
Thyroid Stimulating Hormone
Prostate Specific Antigen ( male members 40 and over)
CA - 125 ( female members)
QuantiFERON Gold TB Testing
FIT Fecal Occult Screening Kit ( members 40 and over)
On - Site Phlebotomy ( if applicable)

3.2 Full Physical
Comprehensive Physical with Health History & Vitals
Titmus V2 Advanced Vision Testing
Audiometry Testing
1 02/25/2025
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Skin Cancer Assessment
Behavioral Health Assessment
Review of Results with Personalized Health Plan

3.3 Cardiopulmonary Screening & Fitness Assessment
Cardiopulmonary Exercise Testing ( CPET) consisting of 12- lead EKG treadmill/stepmill stress test run to maximal volition utilizing WFI protocol, Blood Pressure readings, and TRUE VO2 Max Testing) Pulmonary Function Testing ( Spirometry)
Metabolic Analysis w/ Body Composition
Muscular Endurance, Strength and Flexibility Evaluation Cardiology follow-up interpretation for irregular results, if indicated

3.4 Ultrasound Enhanced Cancer Screening
Ultrasound imaging of the carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic ( women), testicular and prostate (men)
Radiology follow-up interpretation for irregular results, if indicated

4. Internal and External Standards and Guidelines

4.1 Contractor Services shall be National Fire Protection Association ( NFPA) 1582/1583 and The International Association of Fire Fighters (IAFF) and International Association of Fire Chiefs ( IAFC) Wellness - Fitness Initiative WFI) 4th Edition compliant.

4.2 City will furnish the Contractor with a comprehensive list of all employees slated to receive Services, no later than six ( 6) weeks prior to the commencement of Services by the Contractor.

4.3 Upon receipt of the employee list provided by City in accordance with Section 4.2, the Contractor shall provide the City with a Schedule Template outlining each available appointment for Services. This Schedule Template must be provided to the City no later than two ( 2) weeks from the date of receiving the employee list.

4.4 City will complete the Schedule Template specifying the date and time for each member scheduled to receive Services. The completed Schedule Template will be submitted to the Contractor no later than two ( 2) weeks prior to the City's first appointment for Services.

4.5 Contractor shall provide all equipment and supplies necessary for the Services, except for a treadmill. City will provide a properly functioning treadmill ( with variable speed and variable incline) and adequate space for the Services to be conducted.

4.6 City will make their best effort to ensure all City employees arrive for their appointment with all patient intake ( online check - in) information completed. 2 02/25/2025
C6

4.7 City acknowledges that employees who arrive for their appointment later than 15 minutes after their scheduled start time will be turned away by Contractor.

4.7.1 Contractor shall not turn away any City employee who arrives late due to an emergency call.

4.7.2 Contractor shall permit City to substitute another City employee when a vacancy occurs due to tardiness.

4.8 In the event members of nearby agencies are unable to receive Services during their scheduled time, the City may, at its discretion, accommodate a limited number of members from other nearby agencies to receive services on City premises.

4.8.1 The City reserves the sole discretion to determine the eligibility of individuals to receive services on City premises, taking into consideration factors such as capacity, resource availability, and program priorities.

4.8.2 Contractor shall not invoice City for any Services provided to another agency's employee on City premises.

4.8.3 All Contractor requests for providing Services to outside agencies on City premises shall be submitted by Contractor to the Deputy Fire Chief for prior approval. Requests may be submitted and approved via email.

4.8.4 Contractor shall promptly notify City of any individuals from another agency who will receive Services on City premises, allowing City adequate time to request and obtain completed waiver/release of liability forms from the relevant members of the other agency.

4.8.4.1 Contractor acknowledges that any member from an outside agency that fails to complete and submit the required
waiver/release of liability forms to the City shall not be eligible to receive Services on City premises.

4.8.5 Contractor shall provide the same reciprocity to City employees while providing Services to other nearby agencies.

5. Notices
Pursuant to Exhibit C — General Terms and Conditions, Paragraph 15 — Notices, the mailing address for all required notices is as follows:

Contractor: On Duty Health, PLLC City:

Attn: Greg Batla, CEO
1752 E Lugonia Ave., STE 117-4949
Redlands, CA 92373
City of Stockton
Attn: City Manager
425 N. El Dorado Street
Stockton, CA 95202
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6. Key Personnel
Kristin Batla, DMSc, PA - C, Chief Medical Officer, On Duty Health

7. Option to Renew.

The term of the Agreement may be extended up to two ( 2) by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed five ( 5) years.
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Exhibit B:

Insurance Requirements
Firefighter Annual Physicals & Wellness Exams)
Consultant 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 Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability ( CGL): Insurance Services Office Form CG 00 01 covering CGL on an " occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertisinginjury 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 ( ISO CG 25 03 or 25 04) 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), or if Consultant has no owned autos, Code 8 ( hired) and 9 ( non - owned), with limit no less than $ 1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $ 1,000,000 per accident for bodily injury or disease.

Not required if consultant provides written verification it has no employees)

4. Professional Liability/Errors and Omissions Insurance appropriate to the Consultant's profession, with limit no less than $ 2,000,000 per occurrence or claim, 2,000,000 aggregate.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or 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 the City of Stockton.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
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The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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. 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 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read " City of Stockton, its officers, officials, employees, and volunteers." Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor's insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self - Insured Retentions ( SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true " following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
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Self - Insured Retentions
Self - insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self - insured retention ( SIR) or deductible that exceeds $ 25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self - insured retention ( SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies ( Professional & Pollution only)
If any of the required policies provide claims - made coverage:

1. The Retroactive Date must be shown, and must be before the 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 the contract of 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 date, the Contractor must purchase " extended reporting" coverage for a minimum of five ( 5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, 02/25/2025
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failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five ( 5) years after completion of the contract of work.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor — HR
Stockton, CA 95202
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EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty ( 30) days of receipt of Contractor's invoice, City will review invoice, and if acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty ( 30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty 60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor's Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor's work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such 9 02/25/2025
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assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor's Status.

9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City.

Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer -employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the 10 02/25/2025
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services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's personnel.

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
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11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non - Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or ( b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non - Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attomey's fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton's sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.

14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 12 02/25/2025
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17. Licenses, Certifications and Permits. Prior to the City's execution of this Agreement and prior to the Contractor's engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three ( 3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor's services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law. California law shall govem any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
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23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non - Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition ( including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City's nondiscrimination policy; the Fair Employment and Housing Act ( Government Code sections 12990 ( et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 ( P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that " no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance." ( 42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirementsof Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re - commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor's business. 14 02/25/2025
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28. Cumulative Rights, Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
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EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 " Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 " Deliverable" means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (" GTC") Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor's agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other 16 02/25/2025
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losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor's Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing under similar conditions. Contractor shall comply with the profession's standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re - performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City's rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C — GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed 17 02/25/2025
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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement 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 Agreement. 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. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor's compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. " key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
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8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor's possession without obligation of confidentiality, is independentlydeveloped by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. " Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities. 19 02/25/2025
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EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $ 450,000 hereafter the " not to exceed" amount). The " not to exceed" amount includes all payments to be made pursuant to this Agreement. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the " not to exceed" amount is reached. If work is completed before the " not to exceed" amount is reached, the Contractor's compensation will be based on the Contractor's invoices previously submitted for acceptable work performed and approved.

2. Task Price. Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.

Task escription as rice
1 Firefighter Health and Fitness Assessment 749 each
TOTAL NOT TO X 450,000

2.2 City may cancel or modify the expected number of patients to be seen, in whole or in part, without penalty prior to six ( 6) weeks out from the date set for receiving the Services. After this point, the City may not decrease the expected number of patients to be seen on that particular Service date and shall be responsible for fees for Services in accordance with the Task Price listed above.

2.2.1 In the event a City employee(s) will miss the scheduled Services due to sickness or other reasons, the City will hold a " credit" for that employee and may work with Contractor to schedule Services at another time and place in accordance with Exhibit A, Section 4.8.5. This credit shall remain valid for two hundred ( 200) days from the City employee's originally scheduled Service date.

2.3 Contractor may adjust the Task Price above in accordance with changes in the Consumer Price Index ( CPI) for the Western Region All Items Index. Such adjustments shall be made annually on the anniversary of this Agreement's effective date. 20 02/25/2025
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2.3.1 Prior to implementing any price increase, the Contractor shall provide the City with written notice of the proposed adjustment at least eight ( 8) weeks in advance of providing services.

3. Additional Services. The following is a price list that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the prices set forth below:

Category Desc ipt©n ice
Phlebotomy On Site Phlebotomy ( excluded if City
utilizes local LabCorp/Quest)
29 Cancer Labs Galleri Multi - Cancer Early Detection
Blood Test ( 50+ cancers)
739
Cancer antigen 15-3 ( CA 15-3) [ breast
cancer]
99 Other Labs Hepatitis A, B and C Test ( Acute Hepatitis Panel)
69 Medical Professionals Urine Drug Screen
12 drug panel)
99 Nicotine Screening ( Urine) 49
HIV testing 49
Heavy Metals Profile I, Blood ( arsenic,
lead, mercury)
129
Heavy Metals Profile II, Blood ( arsenic,
cadmium, lead, mercury)
159
Cholinesterase ( HazMat) testing 69
Testosterone levels 49
CT Scanning Low Dose CT Lung Screening ( available
through Contractor's regional partners)
349
CT Coronary Artery Calcium Scoring
available through Contractor's regional
partners)
249
Continuous Health
Monitoring
Contractor shall offer the option to have
any or all members wear a smartwatch to
99/mo
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monitor their health metrics 24/7, with on -
call providers to guide their health.

Personal Training Contractor shall offer a certified personal trainer to build individual or group
packages to improve health outcomes
through customized workout routines and
demonstrations.
199/mo
Nutrition
Counseling
Each health assessment shall come
standard with nutrition recommendations.

In addition, Contractor shall offer access
to a licensed nutritionist to build individual
or group packages to work with members
for guidance in meal planning, shopping,
cooking, and more for enhanced health
outcomes.
199/mo
New Hire & Return
to Duty
Available on an ongoing basis with
regional scheduling or Rapid Strike
option.

Quote
available
upon
recuest
Mental Health
Support
Each health assessment shall come
standard with a written and oral
behavioral health assessment, designed
for firefighters. For continued support,
Contractor shall offer use of counselors &
therapists that are specifically trained to
meet the needs of firefighters with PTSD
Quote
available
upon
request

4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to fdinvoices @,,stocktonca.gov.
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EXHIBIT F

TIMELINE

1.1 Contractor shall provide services on an as needed basis, as requested by the City
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EXHIBIT G

SPECIAL FUNDING TERMS AND CONDITIONS
Not Applicable — Intentionally Left Blank)
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