HomeMy WebLinkAboutC-4849 - On-Call Service Agreement for Temporary Health Care PersonnelON -CALL SERVICE AGREEMENT
WITH ALLS WELL HEALTH CARE SERVICES FOR
TEMPORARY HEALTH CARE PERSONNEL
THIS ON -CALL SERVICE AGREEMENT ( "Agreement') is made and entered into
as of this IItx' day of 2012 ( "Effective Date') by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City "), and ALLS WELL, INC.,
a California corporation doing business as ( "DBA ") ALLS WELL HEALTH CARE
SERVICES ( "Contractor "), whose address is 327 W. Broadway, Glendale, CA 92263
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 Contractor to provide temporary health care personnel on
an as- needed basis ( "Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal member of Contractor for purposes of Project shall be Kellie Boggs,
MA, LVN.
E. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor 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 July 30, 2014 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall provide "On -Call" temporary health care personnel as
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 below in Section 6), Contractor 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, Contractor 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 Contractor shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Contractor to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor'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) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) 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 Contractor's control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not-to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subcontractor
fees, shall not exceed Seventy Five Thousand Dollars and 00/100 ($75,000) without
prior written 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 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
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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 Contractor no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
4.4 Contractor 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.
5. PROJECT MANAGER
5.1 Contractor 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. Contractor has designated Kellie Boggs, MA, LVN. to
be its Project Manager. Contractor 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 Contractor, 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.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Support
Services Lieutenant or his /her designee, shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator or
his /her designee shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one (1) 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 Contractor's Work schedule.
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8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor 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 the highest industry standards.
For purposes of this Agreement, the phrase "highest industry standards" shall mean
those standards of practice recognized by one (1) or more first -class firms performing
similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City, nor have any contractual relationship with City. 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 and the
highest industry standard.
8.3 Contractor 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 Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), 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 Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, 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).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
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indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, 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 Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor 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 Contractor on the Project.
12. CITY POLICY
Contractor 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.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee 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.
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14.1 Provision of Insurance. Without limiting Contractor's indemnification of
City, and prior to commencement of Work, Contractor 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. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
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existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
14.2 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.
14.3 Coverage Requirements.
14.3.1 Workers' Compensation Insurance. Contractor shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
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, Section 3700 of the Labor Code.
14.3.2 Contractor shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
14.3.3 General Liability Insurance. Contractor shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products - completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
14.3.4 Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Contractor arising out
of or in connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit each accident.
14.3.5 Professional Liability (Errors & Omissions) Insurance. Contractor
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the effective date of this agreement and Contractor
agrees to maintain continuous coverage through a period no less than three years after
completion of the services required by this agreement.
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14.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
14.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Contractor or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Contractor
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subcontractors.
14.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
14.4.3 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.
14.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
14.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
14.5.1 Evidence of Insurance. Contractor 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
contract. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
14.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of the contract to change the amounts and types of insurance
required by giving the Contractor sixty (60) days advance written notice of such change.
If such change results in substantial additional cost to the Contractor, the City and
Contractor may renegotiate Contractors compensation.
14.5.3 Enforcement of Contract Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Contractor of
non - compliance with any requirement imposes no additional obligations on the City nor
does it waive any rights hereunder.
14.5.4 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
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insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.5.5 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.
14.5.6 City Remedies for Non Compliance. If Contractor or any
subcontractor fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Contractor'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 Contractor or reimbursed by Contractor upon
demand.
14.5.7 Timely Notice of Claims. Contractor shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
14.5.8 Contractors Insurance. Contractor 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.
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 Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. 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. Contractor 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. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
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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 (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, 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 Contractor or any other party. Contractor shall, at Contractors
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
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
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in the City's latest adopted
version of Microsoft Word, Excel or portable digital format (.pdf).
19. 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.
20. INTELLECTUAL PROPERTY INDEMNITY
The Contractor 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 Contractor's Documents provided under this
Agreement.
21. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor 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
Contractor under this Agreement. All such records and invoices shall be clearly
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identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor 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 Contractor under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Contractor 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. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor 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.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
26. NOTICES
26.1 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-
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class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Contractor to City shall be addressed to City at:
Attn: Support Services Lieutenant
Police Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3660
Fax: 949 - 644 -3693
26.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Kellie Boggs, MA, LVN.
ALLS WELL HEALTH CARE SERVICES
327 West Broadway
Glendale, CA 92263
Phone: 714 - 596 -2902
Fax: 714- 596 -2977
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractors 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 Contractor in writing as unsettled at the time of its final request
for payment. The Contractor and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Contractor shall be required to file
any claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 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.
28.2 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
ALLS WELL HEALTH CARE SERVICES Page 11
giving no less than seven (7) calendar days prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor 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.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Contractor 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 Contractor 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.
29.2 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.
29.3 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.
29.4 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.
29.5 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.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
29.7 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.
29.8 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 Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange; State of California.
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29.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT R EY'S OFFICE
Date: fes`
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Aa & nt. Harp
City Attorney (1
ATTEST:
Date:
By:
_"
Leilani I. Brown
City Clerk
T
74
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: '7 `,-1
By: (2�
Jay so
Chief of Police
CONTRACTOR: ALLS WELL HEALTH
CARE SERVICES, a California corporation
Date:
By: �'(....�
c
Michael A. Hoyal
Chief Financial Officer
Date: E% 17 0 1
v a
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates/ Progress Payment Schedule
Al2-00318\f:\apps\cat\cycom\wpdocs\d031 \p003\00009864.docx
ALLS WELL HEALTH CARE SERVICES Page 14
EXHIBIT A
SCOPE OF SERVICES
STAFFING SERVICES
Contractor shall provide temporary health care personnel on an as- needed basis
for City. The minimum length of any temporary assignment shall be for four (4) hours
per request, per employee, per day. Contractor shall recruit, screen, hire, complete the
1 -9 verification, complete reference checks, and assign temporary personnel to perform
temporary job assignments at the work sites designated by the City.
Contractor temporary personnel are required to have appropriate licensing
certification prior to assignment. City will communicate any special licensing
requirements upon placing any job order with Contractor.
All temporary personnel providing patient care, or who will come in contact with
any blood borne pathogens will maintain negative TB skin test/chest x -ray, current CPR
card, and possible Hepatitis B screening where necessary. (Standard practices set forth
by OSHA and JCAHO.)
Temporary associates are the sole employee of Contractor and Contractor shall
be responsible for paying its temporary personnel wages, applicable federal, state, and
local taxes, Contractor is solely responsible for any payments for workers'
compensation, disability or other insurance required by law in connection with the
provision of temporary help services by Contractor under this Agreement, The City is
responsible for maintaining an OSHA -300 log, To the extent that Contractor may be
required to pay its temporary personnel overtime under any federal or State law,
Contractor will bill the City for all overtime hours worked at the appropriate overtime
rate, based upon the temporary personnel's hourly pay rate,
City agrees to provide direct supervision and any necessary training to
Contractor temporary personnel. City further agrees that Contractor temporary
personnel shall not be permitted or requested without the express advance written
approval by the Contractor's Project Manager to: (a) engage in travel or otherwise to
operate a motor vehicle or any motorized equipment on behalf of the City, (b) handle
cash or valuables or negotiable instruments, (c) be permitted unsupervised or
uncontrolled access to confidential or proprietary information, (d) consume any alcohol,
or (e) consume drugs, unless advance written authorization is provided by a physician,
while on assignment to City. In the event written approval is granted by Contractor for
its temporary personnel to participate in the activities indicated in (b) or (c) in this
paragraph, Contractor will incur no liability as a consequence of the conduct of an
Contractor temporary personnel.
While Contractor will provide general safety training, City is responsible for
providing a safe and healthful workplace in accordance with the law, providing job site
specific safety training, postings, and providing notices of specific health and safety
rules to temporary personnel assigned to work at its premises. City is also responsible
for providing and collecting personal protective equipment (PPE's) necessary for any
said task. City will also provide adequate first aid /treatment for any injuries suffered by
temporary personnel (and immediately inform Contractor of any injury suffered).
Any special requirements of the City shall be communicated in writing to
Contractor at the time of City's request for Services. This shall include, any special
techniques, equipment, or other requirements necessary to perform within the job
scope.
All communication regarding staffing schedules, schedule changes, personnel
changes, cancellations and /or requests for Services shall be communicated specifically
and directly with the Contractor's Project manager and not with Contractor's temporary
health care personnel assigned to the City. City shall not contact Contractors
temporary health care personnel directly.
Patient care personnel are restricted from dispensing and /all narcotics without a
dual signature of associate and supervisor, manager or physician.
CANCELLATIONS
City may cancel requested Services with no charge no later than twenty -four (24)
hours before the start time for the requested Services. Weekend and Monday
cancellations must be made prior to 12:00 p.m. Fridays, Pacific Standard Time. Failure
to provide such notice will result in a cancellation fee equal to four (4) hours billable
time.
TEMPORARY PERSONNEL CONVERSION POLICY
City understands Contractor temporary associates are assigned to City to render
temporary services, and absent agreement to the contrary, are not assigned to become
employed by City.
City acknowledges the considerable expense incurred by Contractor to advertise,
recruit, evaluate, and train its temporary personnel. Accordingly, City will not, without
the written consent of Contractor, hire Contractor's temporary personnel, interfere with
the employment relationship between Contractor and its temporary personnel, or
directly or indirectly cause an Contractor temporary personnel to transfer to another
temporary help service.
Notwithstanding the above, City may directly convert any of Contractor's
temporary personnel to a fulltime employee of City, providing City agrees to and signs
the temporary to hire liquidation fee schedule that Contractor will present upon
notification of intent to hire. Other than the rights given under this Section, City agrees
not to directly or indirectly solicit or hire any temporary personnel from Contractor for
itself or for any other entity, without the expressed advanced written Consent of the
Project Manager for Contractor.
City agrees that the Contractor's temporary personnel are referred to City on a
temporary basis, while seeking full time employment through Contractor. If City, either
directly or indirectly, such as through any company within City's control, solicits or offers
employment to, and /or hires this person as an employee or consultant or utilizes this
ALLS WELL HEALTH CARE SERVICES Page 16
person's services through another temporary or outsourcing service within six (6)
months after termination of this person's temporary assignment with Contractor at City,
City agrees to pay Contractor its fee in accordance with the Contractor Full -Time
Placement Division standard fee schedule.
City will not reassign or relocate the Contractor temporary personnel, without
prior written approval of Contractor. City agrees to assume all liabilities for any third
party claim, arising after any reassignment/relocation, without prior approval of
Contractor.
CONTRACTOR REPLACEMENT GUARANTEE
If the Contractor temporary personnel proves unsatisfactory, the temporary
personnel will be replaced at no charge to City with a maximum credit of up to four (4)
hours actually worked, provided that City indicates good cause and immediately notifies
Contractor. The fulfillment by Contractor of the Replacement Guarantee will constitute
City's exclusive remedies with respect to any breach of obligation, arising from the
provision of temporary personnel and services by Contractor to City.
ALLS WELL HEALTH CARE SERVICES Page 17
EXHIBIT B
BILLING RATES
Hourly Rate
Overtime
Double
Holiday Pay:
(1 -8 hours /day
(8.25 — 12 hours /day
Time
New Year's Day
billed in 15
billed in 15 minute
(12.25 +
Memorial Day
minute
increments)
hours /day
Independence Day
increments)
billed in 15
Labor Day
minute
Thanksgiving Day
increments
Christmas Day
$47.60
$70.00
$80.00
1.5 times Rate (first 8 hours)
Double time over 12 hours
Approved Reimbursable Expenses:
Non- Automated computer reports;
Special screening services for temporary associates such as background
checks, Department of Motor Vehicle check, Social Security checks and /or
drug screening; and
Parking fees for temporary healthcare personnel.
ALL's WELL
N E A L T H C A+ E 5 E a v C E 5
FACILITY STAFFING AGREEMENT
This Facility Staffing Agreement (AGREEMENT) is made and entered into this date June 6 2011. by and between ALL's
WELL, Inc. dba ALL'S WELL Health Care Services, a California corporation, with its principal place of business at 327
W Broadway, Glendale, CA 91204 (hereinafter "ALL'S WELL ") and City of Newport Beach located at 3300 Newport
Blvd. Newport Beach- CA 92263 (hereinafter "CLIE-NT ").
WHEREAS, ALL'S WELL is in the business of placing personnel on Temporary and Permanent positions with employers in
the health care industry.
WHEREAS, CLIENT is retaining ALL'S WELL to provide temporary personnel on an as- needed basis for CLIENTS
business.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions contained herein,
the parties hereto agree as follows:
SCOPE OF SERVICES:
CLIENT hereby retains ALL'S WELL to provide temporary personnel (or "temporary associates ") and related
services on an as- needed basis at the ALL'S WELL's then prevailing rates (See Attachment A for Standard Bill
Rates). Reimbursable expenses include: non - automated computer reports (special reports that the CLIENT
requests that need to be prepared manually), and special screening services for temporary associates, such as
background checks, Department of Motor Vehicle checks, Social Security checks and drug screening. The parties
agree that if statutory or other government- imposed mandatory costs increase during the term or performance of
services under this Agreement, those costs will be passed through to CLIENT and added to CLIENT's billing,
without additional mark -up. Such mandatory costs may include (as applicable), but are not limited to: Workers'
Compensation Insurance, State Unemployment Insurance, mandatory employee health care benefits, federal, slate
or local takes.
1.1 While any ALL'S WELL location may service CLIENT under this Agreement, the primary ALL'S WELL
location for the daily servicing of CLIENT will be 3300 Newport Blvd, Newport Beach, CA 92663. This
location may be contacted at (949) 644 -3309 for any administrative issue such as placement of orders,
questions regarding billing, etc. However all legal and /or formal notices must be sent pursuant to section
12.10 of this Agreement.
1.2 Minimum length of any temporary assignment shall be four (4) hours per request, per employee, per day.
1.3 Any special requirements of the CLIENT shall be communicated to ALL's WELL at the time of CLIENT's
request for temporary personnel. This shall include, but not necessarily be limited to, any special
techniques, equipment, or other requirements necessary to perform within the job scope; ALL'S WELL
temporary personnel shall have access to any manuals or guidelines necessary for the operation of said
equipment; and CLIENT will assure that all ALL'S WELL temporary personnel are not assigned to use
equipment, or perform duties for which they are not adequately trained.
1.4 CLIENT may cancel requested services with no charge no later than twenty -four (24) hours before the
beginning of the request, Monday through Friday, during the regular business hours of 8:00 a.m. to 5:00
p.m. This shall apply to weekday, weekend and holiday requests. Weekend and Monday cancellations must
be made prior to 12:00 noon Fridays PST. No cancellations for Mondays, weekends or holidays shall be
accepted over weekends or holidays. If CLIENT fails to provide ALL's WELL with such notice of
cancellation of any requested services, CLIENT shall be liable for a minimum non- cancellation fee equal to
four (4) hours billable time.
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1.5 ALL'S WELL shall not be responsible for failing to provide the temporary personnel requested if said
temporary personnel are unavailable and CLIENT has been so notified at least twenty-four (24) hours in
advance or, if less than twenty -four (24) hours in advance, within two (2) hours of the initial CLIENT's
request.
1.6 Time and one -half will be paid to temporary personnel for hours and fractions of hours worked over eight
(8) hours in a twenty-four (24) hour period of time and /or any hours above forty (40) hours in one week's
time or as other applicable State law dictates in the State where such work is performed. Double time will
be paid if and as may be required by law. Overtime after eight (8) hours per day or forty (40) hours per
week must be approved in advance by ALL'S WELL.
1.7 CLIENT shall provide parking for temporary personnel or reimburse temporary personnel for any
parking fees incurred. ALL'S WELL will not be responsible for any CLIENT parking passes or cards
issued to temporary personnel.
1.8 Upon request, it is possible to arrange to meet with ALL'S WELL temporary personnel for the purpose of
orientation, prior to the start of any temporary associate's assignment at facility. Requests are subject to
time constraints. An orientation meeting shall last no longer than two (2) hours, and will be charged at
the appropriate hourly rate.
1.9 All communication regarding staffing (schedules, changes, cancellations, requests) shall be
communicated specifically and directly with an ALL'S WELL Account Executive and not field
representatives. CLIENT shall not contact ALL'S WELL temporary personnel directly.
1.10 It is expressly agreed that temporary personnel provided by ALL'S WELL have no authority to bind
ALL'S WELL in any manner.
1.11 While on assignment, ALL'S WELL temporary personnel shall be limited to performing job duties as
communicated in writing to the ALL'S WELL Account Executive when the original job order is taken,
unless the job order is modified with the written approval by ALL'S WELL. Non - compliance with this
Section may result in immediate removal of the temporary associate from the assignment among other
available remedies. CLIENT shall ensure that temporary personnel are given a reasonable caseload, not
exceeding that which is expected of its own personnel.
1.12 As employees of ALL'S WELL, temporary associates arc eligible to eant time off benefits. With
reasonable notice to CLIENT, temporary associates may be granted time off at ALL'S WELL's
discretion.
1.13 ALL'S WELL's temporary personnel shall provide services in compliance with the "Practice Act" or
"Scope of Practice' which defines their profession.
1.14 Patient care personnel are restricted from dispensing any /all narcotics without a dual signature of
associate and supervisor, manager or /physician.
2. TERMS OF AGREEMENT:
This Agreement shall commence on June 6, 2011. Either party may terminate this Agreement by giving thirty (30)
days advance written notice or immediately for material breach. Upon termination, CLIENT shall immediately pay
for any services rendered by ALL'S WELL for the CLIENT.
3. ALL's WELL STAFFING SERVICES:
3.1 ALL'S WELL shall recruit, screen, hire, complete the I -9 verification, and assign temporary personnel to
perform temporary job assignments at designated CLIENT work sites.
3.2 ALL'S WELL shall be responsible for performing reference checks on all temporary personnel, prior to
assignment at CLIENT's work site. Reference checks for all temporary personnel shall be based entirely
upon application information provided by the candidate. Any other reference checks requested by the
CLIENT must be mutually agreed upon in writing.
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3.3 ALL'S WELL temporary personnel are required to have appropriate licensing/certification prior to
assignment. CLIENT will communicate any special licensing requirements upon placing any job order
with ALL'S WELL.
3.4 All temporary personnel providing patient care, or who will come in contact with any blood borne
pathogens will maintain negative TB skin test/chest x -ray, current CPR card, and possible Hepatitis B
screening where necessary. (Standard practices set forth by OSHA and ICAHO).
3.5 Temporary associates are the sole employee of ALL'S WELL and ALL'S WELL shall be responsible for
paying its temporary personnel wages, applicable federal, state, and local taxes. ALL'S WELL is solely
responsible for any payments for workers' compensation, disability or other insurance required by law in
connection with the provision of temporary help services by ALL'S WELL under this Agreement. The
CLIENT is responsible for maintaining an OSHA -300 log. To the extent that ALL'S WELL may be
required to pay its temporary personnel overtime under any federal or State law, ALL'S WELL will bill
the CLIENT for all overtime hours worked at the appropriate overtime rate, based upon the temporary
personnel's hourly pay rate.
3.6 CLIENT agrees to provide direct supervision and any necessary training to ALL'S WELL temporary
personnel and agrees that service provided by ALL'S WELL temporary personnel for CLIENT will only be
performed at the CLIENT's business premises. CLIENT further agrees that ALL's WELL temporary
personnel shall not be permitted or requested without the express advance written approval by an officer of
ALL'S WELL, to (a) engage in travel or otherwise to operate a motor vehicle or any motorized equipment
on behalf of the CLIENT, (b) handle cash or valuables or negotiable instruments, (c) be permitted
unsupervised or uncontrolled access to confidential or proprietary information, (d) consume any alcohol, or
(e) consume drugs, unless advance written authorization is provided by a physician, while on assignment to
CLIENT. In the event written approval is granted by ALL'S WELL for its temporary personnel to
participate in the activities indicated in (b) or (c) in this Section 3.6, ALL'S WELL will incur no liability as
a consequence of the conduct of an ALL'S WELL temporary personnel. CLIENT further understands that
ALL'S WELL does not conduct criminal background checks on temporary personnel unless CLIENT
requests such additional screening, which is a reimbursable expense.
3.7 While ALL'S WELL will provide general safety training, CLIENT is responsible for providing a safe and
healthful workplace in accordance with the law, providing job site specific safety training, postings, and
providing notices of specific health and safety rules to temporary personnel assigned to work at its
premises. CLIENT is also responsible for providing and collecting personal protective equipment (PPS's)
necessary for any said task. CLIENT will also provide adequate first aid/treatment for any hnjuries suffered
by temporary personnel (and immediately inform ALL'S WELL of any injury suffered).
3.8 Nothing in this Agreement shall be construed to create a partnership, joint venture or enterprise between
ALL'S WELL and the CLIENT.
4. INVOICING:
Payments for services rendered are due and payable upon receipt of invoices. Invoices remaining unpaid longer than
forty -five (45) days shall be subject to a late charge assessment of one and a half (1.5 %) of unpaid balance per
month.
S. PROPRIETARY SOFTWARE:
To satisfy CLIENTs temporary personnel requirements, data and invoices will be generated using ALL'S WELL's
proprietary sofhvare and to which CLIENT and its employees may gain access. CLIENT agrees that the ALL'S
WELL's software, including its data formats and any other related information pertaining to the software or its
functions, is confidential information and is a "trade secret" under California law, and shall remain the exclusive
property of ALL'S WELL and shall not be duplicated or disclosed, without the advance written consent of an officer
of ALL's WELL.
6. TEMPORARY PERSONNEL CONVERSION POLICY:
6.1 CLIENT understands ALL's WELL temporary associates are assigned to CLIENT to render temporary
services, and absent agreement to the contrary, are not assigned to become employed by CLIENT.
CLIENT acknowledges the considerable expense incurred by ALL'S WELL to advertise, recruit, evaluate,
All's well - City of Newport Beach - Facility Staffing Agreement Page 3 of 8
06/15/11 - MCM
and train, its temporary personnel. Accordingly, CLIENT will not, without the written consent of ALL's
WELL, hire an ALL'S WELL temporary personnel, interfere with the employment relationship between
ALL'S WELL and its temporary personnel, or directly or indirectly cause an ALL'S WELL temporary
personnel to transfer to another temporary help service.
6.2 Notwithstanding the above, CLIENT may directly convert any ALL'S WELL temporary personnel to a full -
time employee of CLIENT, providing CLIENT agrees to and signs the temporary to hire liquidation fee
schedule that ALL'S WELL will present, upon notification of intent to hue. Other than the rights given
under this Section, CLIENT agrees not to directly or indirectly solicit or hire any temporary personnel from
ALL'S WELL for itself or for any other entity, without the expressed advanced written consent of an officer
of ALL'S WELL.
6.3 CLIENT agrees that the ALL-s WELL temporary personnel are referred to CLIENT on a temporary basis,
while seeking full -time employment through ALL'S WELL. If CLIENT, either directly or indirectly, such
as through any company within CLIENT's control, solicits or offers employment to, and/or hires this person
as an employee or consultant or utilizes this person's services through another temporary or outsourcing
service within six (6) months after termination of this person's temporary assignment with ALL's WELL at
CLIENT, CLIENT agrees to pay ALL's WELL its fee in accordance with the ALL's WELL Full -Time
Placement Division standard fee schedule.
6.4 CLIENT further agrees that it will inform any Independent Contracts ( "IC ") who utilize CLIENT's
location(s) to perform the IC's business (such as surgeons who might rent an operating room) that ALL's
WELL's temporary personnel work for ALL'S WELL not CLIENT. Such disclosure will also state that the
IC shall not solicit, cause anyone to solicit, or otherwise attempt to convert any ALL's WELL temporary
personnel and if the IC performed such an act that the IC will be billed for the applicable conversion fee. If
the IC does not timely pay for this fee, CLIENT herby agrees to pay that fee.
6.5 CLIENT will not reassign or relocate an ALL's WELL temporary personnel, without prior written approval
of ALL's WELL. CLIENT agrees to assume all liabilities for any third party claim, arising after any
reassignment/relocation, without prior approval of ALL's WELL.
6.6 Section 6 survives termination of the Agreement.
ALL'S WELL REPLACEMENT GUARANTEE:
If ALL'S WELL temporary personnel proves unsatisfactory, the temporary personnel will be replaced at no charge to
CLIENT with a maximum credit of up to four (4) hours actually worked, provided that CLIENT indicates good
cause and immediately notifies ALL'S WELL. The fulfillment by ALL'S WELL of this Replacement Guarantee will
constitute CLIENT's exclusive remedies with respect to any breach of obligation, arising from the provision of
temporary personnel and services by ALL'S WELL to CLIENT.
8. INSURANCE:
ALL's WELL shall provide all pertinent and necessary insurance at its own cost and expense. The types of
insurance may include, but are not limited to, general liability, workers' compensation, excluding a waiver of
subrogation, and unemployment insurance. Certificate of Insurance shall be provided upon execution of signed
contract. CLIENT must report in writing any claims made within thirty (30) days of the occurrence of the activity
giving rise to such claims. CLIENT agrees to prosecute and file all necessary actions and further agrees that only
in the event of criminal conviction will any Fidelity Bond respond with payment for loss.
9. INDEMNIFICATION:
9.1 CLIENT agrees to waive any claim and fully defend, indemnify and hold harmless ALL's WELL, its
subsidiaries and related entities, and its agents and employees from and against any and all liabilities,
losses, claims, suits, judgments, expenses, fines, interest, penalties and costs; arising or alleged to arise in
any manner, directly or indirectly, out of the acts or omissions of the CLIENT and its employees or anyone
under CLIENT's control or direction, or involving CLIENT's premises during the term of this Agreement.
This indemnity obligation is intended to indemnify ALL'S WELL and its subsidiaries and related entities,
including their agents and employees, against the consequences of their acts or omissions, provided that it
shall not apply to liabilities caused by the sole gross negligence or willful misconduct of ALL's WELL, its
subsidiaries or related entities.
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9.2 ALL'S WELL will not be liable for consequential, incidental, exemplary, special or punitive damages, or
for loss of revenue or profit (regardless of how characterized and evert if such parry has been advised of the
possibility of such damages) under or in connection with the performance or failure to perform this
Agreement, regardless of whether liability arises from breach of contract, tort, or any other theory of
liability.
10. COMPLIANCE WITH LAWS:
The parties agree that they will comply with all applicable federal and state laws and regulations, including but not
limited to Title VII of the 1964 Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Fair Labor Standards Act, the Immigration Reform and Control Act, and any state's applicable
fair employment act(s) or pertaining to labor or industrial worker welfare or other related stale statutes and laws
pertaining to employment. The parties specifically acknowledge and agree that they will not discriminate against
any employee or applicant for employment, based upon race, religion, sex, age, marital status, sexual orientation,
status as a Vietnam era or qualified veteran, physical or mental disability or national origin, in accordance with
federal and state law, and all OSHA, JCAHO, CLIA, and Title 22 laws.
11. ARBITRATION:
Intentionally omitted.
12. OTHER TERMS:
12.1 This Agreement, its interpretation and any disputes regarding Services, shall be governed by the laws of the
State of California. Any action concerning this Agreement, or the parties' rights or obligations pursuant
hereto shall be instituted in either the state or federal courts located in the County of Orange, California and
further agree to the exclusive personal jurisdiction of said courts. The parties hereby waive any rights they
may have to a change of venue.
12.2 In the event that any provisions of this Agreement shall be unenforceable or inoperative as a matter of law,
the remaining provisions shall remain in full force and effect.
12.3 This Agreement is subject to amendment only by the written signed agreement of all of the parties hereto.
Any amendment or modification of this Agreement shall be dated, and where any conflict arises between
the provisions incorporated in earlier documents, the most recent provisions shall be controlling.
12.4 Multiple copies of this Agreement may be executed, each of which shall be deemed to be an original. A
photostat copy of this entire Agreement, including the signature page(s) and all Exhibits, shall be deemed an
original.
12.5 This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto,
with respect to the subject matter hereof. It contains all of the covenants, conditions warranties, guarantee
and agreements between the parties, with respect to the subject matter. Each party to this Agreement
acknowledges that no representations, inducements, guarantees, warranties, promises or other agreements
(oral, on websites or otherwise), have been made, which are not embodied herein, ( "Other Promises ") by
any party or anyone acting on behalf of any parry and that neither party has relied upon any Other Promises.
The parties agree that Other Promises shall not be valid or binding and each party waives all rights and
remedies, at law or in equity, arising or which may arise as the result of a party's reliance on any Other
Promises. Oral representations or modification shall be void, and only a subsequent writing signed by the
parties may modify this Agreement.
12.6 The captions of Sections of this Agreement are for reference only and are not to be construed in any way as
part of this Agreement.
12.7 A waiver of the breach of any covenant, condition, or promise of this Agreement shall not be deemed a
waiver of any succeeding breach of the same or any other covenant, condition, or promise of this
Agreement. No waiver shall be deemed to have been given, unless given in writing and in compliance with
the "Notices" Section herein below recited.
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12.8 In the event that any party herein commences any legal or equitable action or other proceeding, including
without limitation, an action for declaratory relief or any other form of relief, or to enforce, interpret,
reform, rescind, or in any other manner affect the provision of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees in addition to any other relief to which the party may be entitled.
12.9 All representations and warranties made herein shall survive the execution of this Agreement.
12.10 CLIENT may not assign its rights or delegate or subcontract its duties or obligations under this Agreement
without the advance written permission of AL'L's WELL. All of the terms, provisions and conditions of
this Agreement shall be binding upon and inure to the parties hereto and their respective successors, assigns,
and legal representatives.
12.11 In connection with the performance of their respective obligations and the exercise of their respective
rights hereunder, each of the parties hereto agrees, on behalf of itself and its subsidiaries or affiliates and
its subcontractors, to comply in all material respects with all applicable state, federal and local laws and
regulations
12.12 All notices under this Agreement shall be given to the parties as stated at the address listed in the
beginning of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.
ALL'S WELL
By: Michael A. Hoyal
Title: CFO
Signature: /lr' /�
All's Well -City of Newport Beach - Facility Statfmg Agreement
06/15/11 - MCM
City of Newport Beach
By: J R%%j 0,10 So P--)
Title: CW" Of QOL.t&F_
Signature:
Page 6 of 8
ATTACHMENT C
PRACTICE MANAGEMENT & STANDARDS
BUSINESS OFFICE HOURS
Our offices are open from 8:00 a.m. to 5:30 p.m., Monday through Friday PST.
STAFFING HOURS
ALL's WELL is available twenty (24) hours a day, seven (7) days a week, including holidays for emergency
staffing needs.
EQUAL OPPORTUNrry EMPLOYMENT
ALL'S WELL is an equal opportunity employer and does not discriminate by race, color, religion, ancestry,
national origin, disability, medical condition, sex, pregnancy, age or marital status when representing candidates
for employment
IMMIGRATION AND CONTROL ACT OF 1986
ALL'S WELL examines the required documentation and we certify that, to the best of our knowledge, the
candidates being referred to you are authorized to work in the United States. Form I -9, for specific candidates, is
available for your inspection.
DRUG FREE WORKPLACE
ALL'S WELL is committed to providing a drug -free, healthful and safe work environment for all employees. The
unlawful possession, distribution or use of alcohol or other controlled substance or being under the influence of any of
die above substances on ALL'S WELL premises, or the premises of our CLIENT Companies, are absolutely prohibited.
SEXUAL I-IARASSMF,NT POLICY:
At ALL'S WELL, our goal is to provide a safe environment, free of unlawful harassment and retaliation for our
employees. Such harassment includes sexual harassment, which consists of unwelcome sexual advances, requests
for sexual favors or other visual, verbal or physical conduct of a sexual nature, which . is related to a term or
condition of employment. It is also unlawful to retaliate or take reprisals against an employee, who has articulated
a good faith concern about sexual harassment or discrimination against the individual.
EMPLOYMENT OF DISABLED INDIVIDUALS:
ALL'S WELL shall not allow unlawful discrimination against any qualified individual with a disability in regard
to: (1) job application procedures; (2) hiring or discharge; (3) employee compensation; (4) employee
advancement; (5) job training; or (6) any other terms, conditions, or privileges of employment. The Company
policy is to hire qualified individuals for every position. A qualified person is someone, who satisfies the requisite
skills, experience and education for a particularjob and can perform the essential functions of the position, with or
without reasonable accommodation.
ALCOHOL, DRUG AND FIREARM POLICY:
ALL'S WELL has a vital interest in maintaining a safe, healthful, productive and drug -free and firearms -free work
environment for its employees. In furtherance of this objective, the Company has implemented this policy. It is
not our intent to intrude into the private lives of our employees. Our objective is to have our employees perform
their duties safely and efficiently. The presence of alcohol or drugs on the job and their influence on employees in
the work place are inconsistent with our objective.
DRESS CODE:
All representatives of ALL'S WELL must maintain a professional and conservative appearance. Closed —toed
shoes must be wom at all times. Split skirts, shorts, tank tops, mini— skirts, stretch pants and tight or low —cut
clothing are not permitted.
MEDICAL PROFESSIONAL ATTIRE:
Clean and pressed uniforms, designer scrubs or whites, lab coat, white shoes in good condition, white socks or
nylons, stethoscope. Clogs and opened -toed shoes are not permitted. Long bair must be wom tied up in back,
fingernails must be kept short, and perfume or cologne must not be strong.
OVERTIRIE/DOUBLE -TIME /OTHER PREMIUM RATE TIME:
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Any shift over eight (8)hours in a twenty -four (24) hour period of time and /or over forty (40) hours in a week or
as other applicable State law dictates, is and will be considered overtime and will be billed at time and one half of
the regular hourly bill rate, up to twelve (12) hours. Any hours worked over twelve (12) hours are considered
double time and will be billed at double the regular hourly bill rate.
HOLIDAY PAY:
All recognized legal holidays will be billed at the Premium Bill Rate (see Attachment A) time and one half of the
premium hourly bill rate for the first eight hours and double time for hours worked over twelve hours. Please
review the following recognized holidays of ALL'S WELL:
New Year's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
www.allsweH.net
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