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HomeMy WebLinkAboutC-8654-5 - PSA for Employee Health Screening ServicesCITY CIZCK ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF THE UNIVERSITY OF CALIFORNIA AT IRVINE JOE C. WEN SCHOOL OF POPULATION AND PUBLIC HEALTH FOR HEALTH SCREENING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 13th day of May, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California constitutional corporation as described in Article 9, Section IX of the California Constitution whose address is 19722 MacArthur Boulevard, Irvine, CA 92612, acting on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health ("University"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage University to provide health screening and medical services on an on -call, as -needed basis. ("Project"). C. University possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from University, has reviewed the previous experience and evaluated the expertise of University, and desires to retain University to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on May 12, 2030, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 University shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, University shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, University shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and University shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by University to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, University shall not be responsible for delays due to causes beyond University's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 University shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond University's control. 3.4 For all time periods not specifically set forth herein, University shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO UNIVERSITY 4.1 City shall pay University for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. University's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 2 authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 University shall submit monthly invoices to City describing the Work performed the preceding month. University's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay University no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse University only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 University shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 University shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. University has designated Laura Massena to be its Project Manager. University shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 University, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. University warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If University is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Human Resources Department. City's Human Resources Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 3 represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist University in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of University, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in University's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by University or under University's supervision. University represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, University certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 University represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of University to practice its profession. 8.3 University shall not be responsible for delay, nor shall University be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove University's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 Definition: "Claim" shall mean any and all demands, obligations, damages, actions, causes of action, lawsuits, losses, judgments, fines, penalties, liabilities, costs or expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever, which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or a party's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of a party, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 4 9.2 To the fullest extent permitted by law, University shall indemnify, defend and hold harmless City, which includes its City Council, boards and commissions, officers, agents, volunteers and employees, from and against any and all Claims. The foregoing duty to defend and indemnity the City shall not exceed the proportion of fault attributable to University. 9.3 To the fullest extent permitted by law, City shall indemnify, defend and hold harmless University, which includes its boards and commissions, officers, agents, volunteers and employees from and against any and all Claims. The foregoing duty to defend and indemnity the University shall not exceed the proportion of fault attributable to City. 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require one party to defend or indemnify the other party from any Claim arising from the sole negligence or willful misconduct of the other party. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. The duty to defend and indemnify shall apply regardless of whether any insurance policies are applicable. Insurance policy limits shall not act as a limitation upon the duty to defend or the amount of indemnification to be provided. 10. INDEPENDENT CONTRACTOR It is understood that City retains University on an independent contractor basis and University is not an agent or employee of City. The manner and means of conducting the Work are under the control of University, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to University or its employees. Nothing in this Agreement shall be deemed to constitute approval for University or any of University's employees or agents, to be the agents or employees of City. University shall have the responsibility for and control over the means of performing the Work, provided that University is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct University as to the details of the performance of the Work or to exercise a measure of control over University shall mean only that University shall follow the desires of City with respect to the results of the Services. 11. COOPERATION University agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the University on the Project. 12. CITY POLICY University shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 5 13. PROGRESS University is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting either party's duties to defend or indemnify as set forth in this Agreement, and prior to commencement of Work, University shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of University, or of the interest of any general partner or joint venturer or syndicate member or cotenant if University is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of University. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. University shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by University, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to University or any The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 6 other party. Additionally, all material posted in cyberspace by University, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to University or any other party. University shall, at University's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by University pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from University will be at City's sole risk and without liability to University. Further, any and all liability arising out of changes made to University's deliverables under this Agreement by City or persons other than University is waived against University, and City assumes full responsibility for such changes unless City has given University prior notice and has received from University written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY University shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in University's Documents provided under this Agreement. 20. RECORDS University shall keep records and invoices in connection with the Services to be performed under this Agreement. University shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to University under this Agreement. All such records and invoices shall be clearly identifiable. University shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. University shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to University under this Agreement. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 7 21. WITHHOLDINGS City may withhold payment to University of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. University shall not discontinue Work as a result of such withholding. University shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. University shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of University which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by University, the additional design, construction and/or restoration expense shall be borne by University. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 University or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., University shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. University shall indemnify and hold harmless City for any and all claims for damages resulting from University's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 8 25.2 All notices, demands, requests or approvals from University to City shall be addressed to City at: Attn: Human Resources Director Human Resources Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to University shall be addressed to University at: Attn: Laura Massena The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health 856 Health Sciences Quad, Suite 3200 Irvine, CA 92697 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, University shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. University's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by University in writing as unsettled at the time of its final request for payment. University and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, University shall be required to file any claim University may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to University. In the event The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 9 of termination under this Section, City shall pay University for Services satisfactorily performed and costs incurred up to the effective date of termination for which University has not been previously paid. On the effective date of termination, University shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and University acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. University shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by University shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both University and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 10 Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. University represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. 28.13 Authority. Each individual signing this Agreement on behalf of a party warrants that the individual is duly authorized to execute this Agreement and that by singing this Agreement that party is legally bound hereto. [SIGNATURES ON NEXT PAGE] The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ✓ / 1 /?: By: Aaon C. Har Gi- y Attorney ATTEST: Date: G --. Lena Shur -Away City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: I I / ��as By: Joe tapl ton Ma r UNIVERSITY: The Regents of the University of California, a California Constitutional Corporation as described in Article 9, Section IX of the California Constitution Date: By: Signed in Counterpart Bernadette Boden-Albala Founding Dean, UC Irvine Joe C. Wen School of Population & Public Health [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEYS OFFICE Date: `7 / I l7� By: / bon C. Harp Oify Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Joe Stapleton Mayor UNIVERSITY: The Regents of the University of California, a California Constitutional Corporation as described in Article 9, Section IX of the California Constitution Date: By: Bernadette Boden-Albala Founding Dean, UC Irvine Joe C. Wen School of Population & Public Health [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page 12 EXHIBIT SCOPE OF SERVICES The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page A-1 EXHIBIT A SCOPE OF SERVICES ON -CALL HEALTH SCREENING SERVICES Consultant shall provide the following occupational medical services, skin screening services, lab work, and other related medical services, on an on-call/as-needed basis as requested by the City by way of the Human Resources Department and/or the Newport Beach Fire Department (NBFD). A detailed list of services that may be required are outlined below. 1. Class I Examinations Complete medical and health history review by physician, including a review of job description. A physical examination will include: 1.1 Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale 1.2 Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing 1.3 Hernia exam (umbilical/inguinal) 1.4 Physician summary, clearance and comments 1.5 Urine Drug Screen (7 drug panel, no alcohol) 2. Class II Examinations Complete medical and health history review by physician, including a review of job description. A physical examination will include: 2.1 Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale 2.2 Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing 2.3 Hernia exam (umbilical/inguinal) 2.4 Urine Drug Screen (7 drug panel, no alcohol) 2.5 TB skin testing (one step) 2.6 Vision testing: Titmus 2.7 Physician summary, clearance and comments 3. Class III Examinations Complete medical (including immunization history) and health history by physician, including a review of job description. A physical examination will include: 3.1 Vital signs: Temperature, blood pressure, pulse, respiration, height, weight, pain scale. 3.2 Skin, HEENT. Lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing. 3.3 Hernia exam (umbilical/inguinal). 3.4 Urine drug screen (seven drug panel, no alcohol). 3.5 TB skin testing (quantiferon). 3.6 Vision testing, titmus. 3.7 Resting ECG. 3.8 Exercise ECG (submaximal HR treadmill test). *Must indicate if testing will be onsite* 3.9 Audiogram. 3.10 Spirometry. 3.11 Labs: CBC, comprehensive metabolic panel, lipid panel, U/A (microscopic analysis). 3.12 Physician summary, clearance and comments 4. Executive Management Positions Evaluation Executive physicals include a traditional comprehensive medical evaluation. The goal of the examination is to detect medical conditions at an early stage, to identify health risk factors and habits which can negatively impact health, and to refer the individual to appropriate community health care providers for additional testing or follow-up for identified problems. An evaluation will include: 4.1 Review of medical and occupational history. 4.2 Health risk assessment questionnaire. 4.3 Core physical examination. 4.4 Spirometry. 4.5 Vision testing, Snellen. 4.6 Resting EKG. 4.7 Fitness treadmill. *Must indicate if testing will be onsite* 4.8 CBC with differential. 4.9 Comprehensive metabolic panel. 4.10 Lipid profile. 4.11 Prostate specific antigen (PSA) for males >50 years of age. 4.12 Urinalysis: microscopic. 4.13 Urine drug screen: seven drug panel, no alcohol (New hire and pre -placement only). 4.14 Breast exam for women (optional). 4.15 Digital rectal exam for men over 50 years of age (optional). 4.16 Audiogram. A Health Risk Assessment will include: 4.17 A detailed questionnaire that assesses the individual's risk factors such as family history, lifestyle factors, weight, and the results of certain tests and measurements such as cholesterol and waist -hip ratios and other factors. The results and interpretation will be discussed with the participant. 5. Fitness for Duty Evaluation — Prepare "Case" File and Use an Encounter Form 5.1 A complete medical, occupational and relevant history review by a physician, physical examination, recommendations by examining physician for additional diagnostic studies or consultations, physician's completion of "Employer Exam Report," which indicates work status. Record OEM consulting physician time. 5.2 Prepare a "case" file and use an encounter form. 6. Annual Fire Department Physical/Medical Evaluation The annual Fire Department physicals/medical evaluations performed by a California licensed Physician will include a (1) Comprehensive Evaluation, (2) Screening Procedures, and (3 Summary Reports. A comprehensive evaluation will include: 6.1 Perform a complete review of medical and health history. 6.2 Perform a complete physical examination. 6.3 Height and weight measurements. 6.4 Blood pressure and heart rate. 6.5 Review of medical systems including, but not limited to, cardiovascular, respiratory, gastrointestinal, genitourinary, endocrine, hematology, neurological, and musculoskeletal. 6.6 Review fitness assessment results.* 6.7 Review 12-lead ECG from graded treadmill exercise.* 6.8 Review of the below screening results.* Screening* Procedures will include: 6.9 Urinalysis. 6.10 Hemoccult (Screen for colon cancer). 6.11 Vision test for distance. 6.12 Hearing test 6.13 Chest x-ray, two views every three years. 6.14 Flexible sigmoidoscopy for individuals over 50 years of age. 6.15 Physician monitored treadmill (12-lead ECG) for individuals with high to very -high score on coronary risk profile or physician's decision based on ECG review from graded treadmill results *Assessments and screening (labs) may be performed at another facility. Results will be provided by NBFD for physician's review. Summary Reports will include: 6.16 "Fit for Duty" report to Fire Department and Human Resources; 6.17 Personal participant folder with test results, physician's summary and recommendations, and a copy of the "fit for duty" form. 7. Skin Screening 7.1 Annual skin cancer screening performed by a California licensed Dermatologist. 8. Cardiac and Other Specialized Tests 8.1 As a result of the Annual Medical Evaluation, the city may require specialized diagnostic testing services including but not limited to Cardiac Stress Tests; Magnetic Resonance Imaging (MRI); or Computer Axial Tomography (CT or CAT Scan). 9. Lab Work 9.1 Venipuncture 9.2 Professional lab work including, but not limited to, Hepatitis B, Hepatitis C, PSA, RBC, plasma cholinesterase, C-reactive protein, and any other specialized test that may b ordered by a physician 9.3 Analysis and report of results 10. Additional Misc. Tests The following tests may be requested by the City (these may include, but not be limited to): 10.1 Farnsworth D-15 (Police Officers additional color vision testing per POST) 10.2 Titers: Hepatitis B, varicella and MMR (if born after 1956) if no documentation of immunizations or illness (chickenpox); Hepatitis C (Pre -placement for Police, Firefighters, Career Lifeguard and Rescue workers 10.3 Tetanus Diptheria booster or Tetanus diphtheria acellular pertusis, if not documented 10.4 Hepatitis B immunization (Post Hire) 10.5 Hepatitis A immunization (Post hire). 10.6 MMR Immunization (Post hire). 10.7 Rabies Vaccination (Animal Control Personnel). 10.8 Spirometry 10.9 DMV Physical - Medical exam to ensure drivers are capable and fit to perform in job assignments that require a commercial driver's license 10.10 DOT Drug Screen - Pre -employment and random drug and alcohol testing of employee in safety -sensitive positions that require a commercial driver's license. Testing needs t be DOT compliant utilizing chain -of -custody forms/protocols per City policies and procedures 10.11 Respiratory Fit Testing — Initial fit testing for employees in a position that may require use of respiratory protection equipment. Surveillance after initial test with questionnaire reviewed by medical professional. Follow up call and/or medical examination may be required depending on the content of the questionnaire. 10.12 Ultrasound — various (must indicate whether these are performed onsite). EXHIBIT B SCHEDULE OF BILLING RATES The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page B-1 EXHIBIT B SCHEDULE OF BILLING RATES ON -CALL HEALTH SCREENING SERVICES UCI UOEH - COST FILE PROPOSED PRICING — HEALTH SCREENING SERVICES *Please refer to the Scope of S erviees for detaffs involving each type* Service/Screening Type Cost Per Service l Per Person 1. Class 1 Examination $ 335 2. Class 2 Examination $ 43.5 3. Class 3 Examination $ 984 4. Executive Management Positions Evaluation $ 984 w1M a treadmill and $750 wdheut a treadmill` 5. Fitness for Duty Evaluation $ 450/her hour 6. Annual Fire Department Physical/Medical Evaluation** $ 1194 7. Skin Screening $ 558 by referral to UCI COST FILE 8. Cardiac and Other Specialized Tests (inciruding but not fiajited to Cardiac Stress Tests," MagneUc Resonance 0iaging (A4Rl).,- or Comp uter Axial Tomognaplv (CT or CAT Scan) 8a- Physician klonitored Cardio Stress Test $ 394 by referral to LICI 8b- Complete Echo 2D M-Mode $ 500 by refern. I to UCI 8c- Complete Echo Doppler $ 450 by referral to UC I 8d- Complete Echo., Color Flow $ 450 by referral to U C I 8e- ECG Tracing $98 8f- ECG Report $98 8g- Staff Monitored Stress Echo Exercise, Exercise Stress $ 680 by referm I to UCI 8h- Stress Echo, Tracing Only, Without Intrep & Report $ 570 by referral to UCI 8i- Stress Echo, Interpretation & Report Only $ 350 by referral to UCIcc 8j- Treadmill Test- Fitness Assessment $234 S. Lab Work 9a- Profile (CBC, CMP, LIPID PROFILE) $61 9b- Quantiferon-TB Gold $82 9c- Varicella-Zoster AB, IgG $142 COST FILE 9d- Vitamin D 25 OH, Total S 30 9e. PSA 1; 48 Of. CRP S7 9g. Iron S7 9h. Iron Binding S15 9L TSH:3fd gen- S 18 9j, Pa MR S87 9k- VenipLincture S3 91- Hepatitis B S84 9m- Hepatitis C S 50 On. PSA $84 9o- RBC S30 9p- C-Reactive S7 9q- Hemoglobin Alc S6 COST FILE 10. Additional Miscellaneous Tests 1 Oa. Farnsworth D-15 (Police Officers additional color vision testing per POST) S83 1Ob. Titers: Hepatitis B, varicella and MKIR (if born after 1956) if no documentation of $38, $35, S53, S50 immunizations or illness (chickenpox); Hepatitis C (Pre -placement for Police, Firefighters, Career Lifeguard and Rescue workers) $ 176 1 Oc. Tetanus Diphtheria booster or Tetanus diphtheria acellular pertussis, if not documented S 72 Tdap, $41 Tetanus 'I Od. Hepatitis B immunization (Post Hire) S `4 1 Oe. Hepatitis A immunization (Post hire). S 95 1 Of. MMR Immunization (Post hire). S 37 'I Og. Rabies Vaccination (Animal Control Personnel)- S 130 10h. Spirometry S 63 1 Oi_ DMV Physical $ 210 1 Oj. DOT Drug Screen S 5G 'i Ok. Respiratory Fit Testing NOTE- Depending on Scheduling - Fit Testing maybe available —we can discuss during negotiations. COEH Can provide Surveillance Questionnaires $55, with phone call add S55 additional Additional: Flexible sigmoidoscopy — without Biopsy $227 with Biopsy $272 by referral to individuals over fifty) UCI Note: Any service or procedure not specified above will be negotiated on a case -by -case basis Price will be based on actual referral cost to the provider "Treadmill will be deducted if not preformed EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting University's indemnification of City, and prior to commencement of Work, University shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. University agrees to provide insurance in accordance with requirements set forth here. If University uses existing coverage to comply and that coverage does not meet these requirements, University agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. University shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Coverage with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. University shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. General Liability Self -Insurance Program with a limit of one million dollars ($1,000,000) per occurrence and a general aggregate of five million dollars ($5,000,000). University will also maintain Commercial Form General Liability Insurance (contractual liability included) with a limit of one million dollars ($1,000,000) per occurrence and a general aggregate of five million dollars ($5,000,000). The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. University shall maintain automobile coverage covering bodily injury and property damage for all activities of University arising out of or in connection with activities to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than two million dollars ($2,000,000) combined single limit each accident. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page C-1 D. Professional Liability (Errors & Omissions) Insurance. University shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and University agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the Additional Covered Entity and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, 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/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement, with the exception of Worker's Compensation, shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers employees and any person or entity owning or otherwise in legal control of the property upon which University performs the Project and/or Services contemplated by this Agreement or shall specifically allow University or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. B. Additional Covered Entity Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page C-2 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. University shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, University shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving University sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to University, City and University may renegotiate University's compensation. C. Right to Review Subcontracts. University agrees that upon request, all agreements with subcontractors or others with whom University enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. University shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and University shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. University acknowledges and agrees that any actual or alleged failure on the part of City to inform University of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page C-3 intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the University maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the University. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If University or any subconsultant fails to provide and maintain coverage as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend University's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to University or reimbursed by University upon demand. University represents that it carries all necessary insurance or self-insurance policies required. City will advise University of any concerns with non-compliance prior to purchasing additional insurance. H. Timely Notice of Claims. University shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from University's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. University's Insurance. University shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. The Regents of the University of California on behalf of the University of California at Irvine Joe C. Wen School of Population and Public Health Page C-4 insured Narne_ REGENTS OF THE UNIVERSITY OF CALIFORNIA Account Number FV00001417 Address- 19722 MacArthur BNd, loon, CA, 92612 Status. Currentty in Corromrice. Account lydormadon Account Number FV00001417 Fisk Type. Professional Services Agreement Do Not Call. L i!I Add, ess Updated Address lnt"madon Mailing Address Physical Address Insured REGENTS OF THE UNIVERSITY OF CALIFORNIA 19722 MacArthur Boulevard Address 1 19722 MacArthur Blvd Address 2