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HomeMy WebLinkAboutC-5509 - PSA for Employer Services0� AMENDMENT NO. ONE TO �J PROFESSIONAL SERVICES AGREEMENT WITH REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF UC IRVINE UNIVERSITY PHYSICIANS & SURGEONS CENTER FOR OCCUPATIONAL AND ENVIRONMENTAL HEALTH FOR EMPLOYER SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 15t"' day of October, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and REGENTS OF THE UNIVERSITY OF CALIFORNIA, A California Constitutional Corporation, on behalf of UC IRVINE UNIVERSITY PHYSICIANS & SURGEONS CENTER FOR OCCUPATIONAL AND ENVIRONMENTAL HEALTH ("UCI"), whose address is 333 City Blvd. West, Suite 160, Orange, CA 92868, and is made with reference to the following: RECITALS A. On May 1, 2013, City and UCI entered into a Professional Services Agreement ("Agreement') for employer services ("Project"). B. City desires to enter into this Amendment No. One to revise the Scope of Services, revise the Schedule of Billing Rates, and update UCI's contact information. C. City and UGI mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. PARTIES City and UCI agree that all references to "UC Irvine Health" in the Agreement shall be amended to read "UCI Irvine University Physicians & Surgeons, Center for Occupational and Environmental Health". 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be superseded and replaced with the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO UCI Exhibit B to the Agreement shall be superseded and replaced to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference, which shall also include Attachment 1 to Exhibit B. 4. NOTICES Section 19.2 shall be amended to reflect the following contact information: Attn: Susan J. Rayburn UC Irvine University Physicians & Surgeons 333 City Blvd. West, Suite 160 Orange, CA 92868 Phone: (714)456-8146 Fax: (714)456-8620 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] UCI - -- -=._--ae,2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATT RNEY'S OFFICE a Californi unicipal corporation Date: 1 n a Date: By: By: Aron C. Harp,v p, ave Ki City Attorney C anZ ATTEST: Date: D By: !Leilalrnfli Brown City Clerk Attachments: UCI: Regents of the University of California, a California constitutional corporation, on behalf of UC Irvine University Physicians & Surgeons Center for Occupational and Environmental Health Date: 111-7113 Name: Title: [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates UCI Page 3 r EXHIBIT A SCOPE OF SERVICES The Scope of Services to be provided under this Agreement includes the following services. These services will be provided, by agreement between the City and UCI when scheduling the services at the UC Irvine Center for Occupational Health Practice Site in Irvine, California. 1. CLASSI(One Exam and Testing components: Complete medical and health history review by physician Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia exam (umbilical/inguinal). d. Physician summary, clearance and comments Urine Drug Screen (7drug panel, no alcohol 2. CLASS 11 (Two) Exam and Testing components: Complete medical and health histo review by physician Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia exam (umbilical/inguinal). d. Physician summary, clearance and comments TB Skin testing 2 -step Vision testing: Titmus Urine Drug Screen (7 drug panel, no alcohol) 3. CLASS III Three (Firefighter/Police) Exam and Testing components: Com lete medical (including immunization history) and health history by physic an Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia exam (umbilical/inguinal). d. Ph�rsician's medical clearance s#atement and comments TB Skin testing 2 -step) Resting ECG Exercise ECG (Treadmill test) Audiogram Vision testing: Titmus note add Farnsworth for Police Candidates Spirometry Labs: CBC, comprehensive metabolic panel, lipid panel, U/A (microscopic analysis Urine Drug Screen 7 drug panel, no alcohol) 4. executive management evacuation 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. This evaluation includes: History: Review of medical/occupational history Health risk assessment questionnaire Physical: Core physical examination Testing: Spirometry Vision testing (Snellen) Resting EKG Fitness Treadmill Labs: CBC with differential Comprehensive Metabolic Panel Lipid Profile For males > 50 years of age: Prostate Specific Antigen (PSA) Urinalysis (microscopic) Urine Drug Screen (7 drug panel, no alcohol) — New Hire / Preplacement only Optional: For women: breast exam For men over 40 years of age: digital rectal exam Health Risk Assessment: This assessment consists of a detailed questionnaire that assesses the individual's risk factors such as family history, life style 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 5. Ivlewcal laearance Tor Kesoirator use evamanon Medical clearance components: History: Review of Cal -OSHA questionnaire by licensed health care provider Physical: Focused physical examination Testing: Spirometry If medically cleared for respirator will proceed with fit testing of respirator according to California Code of Regulations, Title 8 Section 5144 (Cal -OSHA). Optional: New Hire drug testinq (if requested by City of Newport Beach 6. Fitness for Duty Evaluation Complete medical, occupational and relevant history review by physician, Physical Exam, Recommendations by examining physician for additional diagnostic studies or consultations, physician's completion of "Employer Exam Report" which indicates work status. 7. Occupational Medicine Consultant Address specific concerns regarding occupational medicine policies or programs, administrative projects that involve employee health issues and other issues related to employee health/well-being. 8. Additional services; Farnsworth D-15 (Police Officers additional color vision testing per POST) Titers: a. Hepatitis B, varicella and MMR (if born after 1956) if no documentation of immunizations or illness (chickenpox); b. Hepatitis C Pre -placement for Police, Firefighters, Career Lifeguard and Rescue workers Tetanus Diptheria booster or Tetanus diphtheria acellular pertusis, if not documented Hepatitis B immunization Post Hire MMR immunization Post Hire Hepatitis A immunization Post Hire Rabies Vaccination Spirometry Respirator Fit testing Qualitative)_ NOTE: Any services or procedures not specified above will be negotiated on a case-by-case basis EXHIBIT B FEE SCHEDULE Examination Categories Class I (One) $120.00 $185.00 Class II (Two) Spirometry 1 $250.00 Class III (Three) $35.00 1 $605.00 Fitness for Duty Evaluation/Occupational Medicine Consultant — hourly Visual Screening Titmus $3251hr consultation rate $21.00 Resting electrocardiogram EKG Executive Management Evaluation Treadmill — Fitness Assessment $575.00 Respirator Evaluation (Medical Clearance) $80.00 $150.00 Procedures and Tests (addition to an examination categorv— if indicated) Record Review — hourly consultation rate $120.00 Stool for occult blood Hemoccult slide) $24.00 Spirometry $42.00 Audiometry (hearing booth $35.00 Visual Screening Snellen chart $15.00 Visual Screening Titmus $35.00 Color Vision Famsworth-POST, police officer $21.00 Resting electrocardiogram EKG $63.00 Treadmill — Fitness Assessment $195.00 X -Ray, Chest PA & Lateral $80.00 PSA $32.00 Blood Lead $31.00 RBC Cholinesterase $26.50 Tuberculin Skin Test PPD one or two step testing) $32.00 Hepatitis B Surface Antibody Test $32.00 Hepatitis A Vaccine one dose $60.00 Hepatitis B Vaccine Series of 3 $182.00 Hepatitis C Antibody Test $32.00 Rabies Vaccination one dose $180.00 Tetanus/Diphtheria vaccination $39.00 Tetanus Diphtheria Acellular Pertussis (Tdap) $57.00 MMR vaccination $69.00 Varicella Titer $32.00 ATTACHMENT 1 TO EXHIBIT B JOB TITLE AND EXAM CODES UCI c O u v J O ❑ J p ❑ J ❑ J ❑ J ❑ J p J ❑ J ❑ J ❑ J O J ❑ J p J ❑ V V U V U U V U U 4 V U V V V V v � h c � N J v a tt v trY of vt ❑ ❑ ❑ O ❑ to N ❑ � ❑ N d m \. m \ m \ W W Ut9 W W (D\ W m m W m W 4i m � m m m N N N N N m m N ¢m cn Qm ❑ = 2 Z S S S S v } } } T U to m,l m LL J J O N p CdCi } O W K O C } J .O f9 N a p Q N N R N N N N N N N N N x x X m % m X X X d E x X N X x (6 X a v d m N m a x N am m a w w a w O O O O O O O O x x O O O O O U Ca O Z Z Z Z Z z Z Z w Z Z Z Z Z Z w W Z w O = ❑\ H z 2 W W W O Q r[ H l:t k 2 b U p 5 < �n Q V U Q w d C Q U w O Q F¢- N w X Z w LL z ¢ Q Q ¢~ LL o> w W ¢ atr�~ 3 0 0 tc - y. w w G h z d w d d d w Z Z C9 N O O z a w v' F }_ w F > F z O O O ttpv}} vdi U V5 F y V F~., F }- F y ii Q 6 Q ~ Z i Q Z Z OV z in F- v"}r N v~i H w 5 F C Z Ls pO Q ¢ an H N in J O O ] z ¢ z Z vri O O ¢ N Z Z Z z z 2 ¢ pV Z< U O Q Q z ¢ d C ¢u ❑ Q" Q ❑ ¢ O ❑ ¢ ¢ Q a 4 Q ¢ 4 7--- N ".. m Q Q N u O m N N Q U m a a m ¢ J U C ate+ N C V F� N t'" d Z V V N J J J J J J J J J a o d d m a o 0 0 a o 0 o a wa" a E ,6 c "' u Q N "' u v u u v u v v u u'�cJi�Z Tou LL o O n�'�v J �Z d 3 u n aq m l7 vOi a •0 l7 u" 0 U' l7 1w7 (D 5 s\r> 5 5 5 +n 5 v\i w a r r r r u a„ LL J % p D Q N tJ p h � O r � w s f J d x ca O w _m s"a ro p v as as w O V V V z 0 0 z z z z V Z w z z z z r p a w w w w \ O = c � V Z d V w s rG �• � r s w V V � w O O r o Z Q F F ¢ z Z d 4 <[ Z Z z Z y ¢ Q O F Q F h Ln L r vl lD m �Y N C O p O O O V 2 `o V� J J E c Q 2 u 0 U Q a O N T m a v U aU V v V m u tom? .,C-�. 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O O O O O O O m '. 4A n tll N V1 N 4l1 LL_ J O O w z o O o O C N E N N N N N N G N OO N VI VI N N VI w V x w V V V V V U C w G F N z = p V ¢ O J O V V Q J U w ~ Z w w w J O S J F- w w vNi N w W F F F- ti g w i n c Y N 71 G N C 3 N V U 19 V N U u N o f n i a n i a g v a 3 o v= m o v v= �=�E u - (J N J V@ in a+ N p a+ N p U C7 V v N p O 4 w 7 7 U v N N v\ in m 2 S S v v U a CO LL J > Q Q Q W C N m � N ODO X X W ¢@ it W W v N p 00 p p O p J p �p F- \ O m E @ IO V1 N II1 D a v O« x -a a Q 2 v CI C GQ e -i N N N V1 N N X @ N @ @ @ W u v u v z z z W O O y o O Q z p O = 0 G O O O O N lD O ul if1 ----------------- w i n PROFESSIONAL SERVICES AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, A CALIFORNIA CONSTITUTIONAL CORPORATION, ON BEHALF OF UC IRVINE HEALTH FOR EMPLOYER SERVICES c� THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made ' and entered into as of this 1st day of May, 2013 ("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, on behalf of UC Irvine Health ("UCI"), whose address is 101 The City Drive, Orange, California 92868 and is made with reference to the following: F.T*ffKW 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 UCI to provide Employer Services ("Project'). C. UGI 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 UCI, has reviewed the previous experience and evaluated the expertise of UCI, and desires to retain UCI 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 April 30, 2018 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and UCI acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. UCI shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services' or "Work"). The City may elect to delete certain Services within the Scope of Services at its sole discretion. UCI does not waive its rights pursuant to Evidence Code sections 1156 and 1157 et seq. 8. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and UCI shall perform the Services in accordance with the schedule included in Exhibit A and B. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by UCI to strictly adhere to the schedule set forth in Exhibit A and B, 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, UCI shall not be responsible for delays due to causes beyond UCI'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 use best efforts to provide notice within two (2) days of the occurrence causing the delay to the other party so that all delays can be addressed. E�01th1:24,1RUY 01Za&IIEel 4.1 City shall pay UCI 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. UCI's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Five Thousand Dollars and 00/100 ($75,000.00) 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 UCI shall submit monthly invoices to City describing the Work performed the preceding month. UCI'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 UCI no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse UCI only for those costs or expenses specifically identified in Exhibit A and B to this Agreement, or specifically approved in writing in advance by City. 4.4 UCI 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 A and B. 5. PROJECT MANAGER 5.1 UCI 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. UCI 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. UC IRVINE HEALTH Page 2 5.2 UCI, 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. UCI agrees that it will 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 Human Resources Department. The Human Resources Director/ Deputy City Manager 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. Neither party will use the other party's name or status under this Agreement in any form of advertisement or publication without the prior written permission of the other party. 7. CITY'S RESPONSIBILITIES To assist UCI in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of UCI, 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 UCI's Work schedule. 8.1 All of the Services shall be performed by UCI or under UCI's supervision. UCI 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 professional standards. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, UCI certifies that the Work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the highest professional standard. 8.3 Each party 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 to practice its profession. 8.4 UCI shall not be responsible for delay, nor shall UCI 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 UCI's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, each party shall indemnify, defend and hold the other party harmless (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, UC IRVINE HEALTH Page 3 judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, reasonable 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 UCI's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of UCI, 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). 10. INDEPENDENT CONTRACTOR It is understood that City retains UCI on an independent contractor basis and UCI is not an agent or employee of City. The manner and means of conducting the Work are under the control of UCI, 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 UCI or any of UCI's employees or agents, to be the agents or employees of City. UCI shall have the responsibility for and control over the means of performing the Work, provided that UCI is in compliance with the terms of this Agreement, Anything in this Agreement that may appear to give City the right to direct UCI as to the details of the performance of the Work or to exercise a measure of control over UCI shall mean only that UCI shall follow the desires of City with respect to the results of the Services. •41•_ :_ •► UCI 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 UGI on the Project. 12. CITY POLICY UCI 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 UCI 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. 14. INSURANCE Each party 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 UC IRVINE HEALTH Page 4 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. 16. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. UCI shall keep medical records in connection with the Services to be performed under this Agreement. UCI shall maintain complete and accurate medical records under this Agreement for such time period(s) as required by State and Federal law. The City acknowledges that the medical records of UCI shall remain the property of the UCI and shall not be removed or transferred from the UCI except in accordance with applicable laws and general UCI policies, rules and regulations relating thereto. in the event that the City requests that the results of the services performed be provided to the City, said results will be directed, with the consent of the City's employee, solely to the City's designated Safety Representative as appropriate. The City agrees that information concerning employees shall be kept confidential and shall not be disclosed to any person except as authorized by law. This confidentiality provision shall remain in effect notwithstanding any subsequent termination of this Agreement. 18. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with the Project. 19. NOTICES 19.1 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. All notices, demands, requests or approvals from UCI 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 Phone: (949) 644-3300 Fax: (949) 644-3305 UC IRVINE HEALTH Page 5 19.2 All notices, demands, requests or approvals from City to UCI shall be addressed to UCI at: Attn: Susan J. Rayburn UC Irvine University Physicians & Surgeons 333 City Blvd. West, Suite 160 Phone: (714) 456-8146 Fax: (714) 456-7620 20. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, UGI shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. UCI'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 UCI in writing as unsettled at the time of its final request for payment. The UCI and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the UCI shall be required to file any claim the UCI may have against the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 21. TERMINATION Either party 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 thirty (30) calendar days prior written notice to the other party. In the event of termination under this Section, City shall pay UCI for Services satisfactorily performed and costs incurred up to the effective date of termination for which UCI has not been previously paid. . T q 22.1 Compliance with all Laws. UCI shall at its own cost and expense comply with all applicable federal, and state laws. 22.2 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. 22.3 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. 22.4 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. UC IRVINE HEALTH Page 6 22.5 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. 22.6 Amendments. This Agreement may be modified or amended only by a written document executed by both UCI and City and approved as to form by the City Attorney. 22.7 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. 22.8 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. In the event of any dispute arising out of relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between them. 22.9 Equal Opportunity Employment. UCI 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. 22.10 Attorney's Fees. If any law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled, 22.11 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. [SIGNATURES ON NEXT PAGE] UC IRVINE HEALTH Page 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY AT OR EY'S OFFICE Date: By: Aaron C. Harp City Attorney "6 ATTEST: / '2 Date: !A. Z6 By:_ k&� j f N—, -- City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: (01 Z4 113 By: c— U ?\ Dav -- Dav iff City Manager UCI: The Regents of the University of California, a California Constitutional Corporation, on pehalf of UC Irvine Health Date: 60 i(0 1j3 Date: By: Name: Title: [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements UC IRVINE HEALTH Page 8 EXHIBIT A University of California, Irvine SCOPE OF SERVICES The Scope of Services to be provided under this Agreement includes the following services. These services will be provided, by agreement between City of Newport Beach and the Provider when scheduling the services at the LIC Irvine Medical Center and Occupational Health Clinic in the City of Orange. Examination Categories: *Additional Professional Cost, if indicated — See Schedule of Billing Rates 1. CLASS I One Exam and Testing components: Complete medical and health history review by physician Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia Exam (umbilicallinguinal). d. Physician summary, clearance and comments Urine Drug Screen (7drug panel, no alcohol) 2. CLASS II (Two) Exam and Testing components: Complete medical and health history review by physician Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse, respiration, height, weight, pain scale b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia Exam (umbilical/inguinal), d. Ph sician summary, clearance and comments TB Skin testing (2 -step) Vision Screening: Titmus Urine Drug Screen (7 drug panel, no alcohol 3. CLASS III (Three) Exam and Testing components: Complete medical(including immunization history) and health histo b ph sician Review of job description Physical examination including: a. Vital signs: temperature, blood pressure, pulse respiration, height, wei ht, pain scale UC IRVINE HEALTH Page 9 b. Skin, HEENT, lungs, heart, abdomen, extremities, range of motion (back and extremities), grip testing c. Hernia Exam (umbilical/inguinal). d. Physician's medical clearance statement and comments TB Skin testing (2-step) TM Restin EKG" Exercise ECG (Treadmill test)* Audiometry Pure Tone Audiogram) Vision Screening: Titmus Spirometry* Labs: CBC, comprehensive metabolic panel, lipid panel, U/A (microscopic analysis) Urine Drug Screen (7drug anel, no alcohol) 4. Executive Management 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. This evaluation includes: History: Review of medical/occupational history Health risk assessment questionnaire Physical: Core physical examination Testing: Spirometry * Vision Screening (Snellen Chart)* Resting EKG* Fitness Treadmill* Labs: CBC with differential Comprehensive Metabolic Panel Lipid Profile For males > 40 years of age: Prostate Specific Antigen (PSA) Urinalysis (microscopic) Urine Drug Screen (7 drug panel, no alcohol) — New Hire / Preplacement only Optional: For women: breast exam For men over 40 years of age: Rectal Exam* Health Risk Assessment: This assessment consists of a detailed questionnaire that assesses the individual's risk factors such as family history, life style 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. UC IRVINE HEALTH Page 10 use Medical clearance components: History: Review of Cal -OSHA questionnaire by licensed health care provider Physical: Focused physical examination Testing: Spirometry* If medically cleared for respirator will proceed with fit testing of respirator according to California Code of Regulations, Title 8 Section 5144 (Cal -OSHA). Optional: New Hire drug testing (if requested by City of Newport Beach HR) 6. Fitness for Duty Evaluation Complete medical, occupational and relevant history review by physician, Physical Exam, Recommendations by examining physician for additional diagnostic studies or consultations, physician's completion of "Employer Exam Report" which indicates work status. Titers: a. Hepatitis B, Varicella and MMR (if born after 1956) if no documentation of immunizations or illness (chickenpox); b. Hepatitis C (Pre -placement for Police, Firefighters, Career Lifeguard and Rescue workers) LIC IRVINE HEALTH Page 11 EXHIBIT B MWF w >< • "T - Examination Categories Professional Facility Price Price Class I (One) $45.00 $154.00 Glass li (Two) $67.00 $192.00 Class Ill (Three) $96.00 $691.00 Fitness for Duty Evaluation - hourly consultation rate $338.00 $0 Executive Management Evaluation $267.00 $590.00 Respirator Evaluation (Medical Clearance) $130.00 $224.00 Additional Procedures and Tests Occupational Medicineecial€st - hourly consultation rate $338.00 $0 _S Record Review - hour€ consultation rate $132.00 $0 Audiomef Pure Tone Audiogram) (hearing booth $0 $105.00 Back Motion Test $34.00 $0 Blood Draw $0 $25.00 Blood Lead Cardiovascular Stress Test $183.00$0 CBC w/ Differential $0 $19.00 Cholesterol $0 $14.00 Cholinesterase Plasma $0 $28.00 Color Vision Farnsworth -POST, police officer $20.00 $44.00 Complete Echo 2-D M -Mode $77.00 $110.00 Complete Echo Doppler $32.00 $115.00 Complete Echo, Color Flow $6.00 $110.00 Complete TEE, 2-D wt or w/o M -Mode $178.00 $268.00 Comprehensive Metabolic Panel $0 $53.00 Computerized Screening Health Risk $17.00 $27.00 Contrast Injection $0 $132.00 Consult Level I Problem Focused $53.00 $31.00 Consult Level 2 Expanded Focused $110.00 $31.00 Consult Level 3 Detailed $151.00 $50.00 Consult Level 4 Moderate Complex€t $236.00 $63.00 Consult Level 5 High Complexity $301.00 $62.00 Direct Bilirubin $0 $14.00 DLCO - as needed com anent to Spirometry $42.00 $133.00 Drug Test - Specimen Collection Only $01 $48.00 Dobutamine (Per 250 MG M $0 7.00 ECG Tracing $0 $74.00 ECG Report $14.00 $0 Exhaled Air Analysis, 02 $19.00 rn $52.00 Fit Testing of Respirator (follows Medical Clearance for Evaluation) Respirator $40.00 $0 LIC IRVINE HEALTH Page 12 Hepatic Function Panel SGOT, SGPT $0 $21.00 Hepatitis A Immunization one dose $0 $30.00 Hepatitis B Surface Antibody Test $0 $18.00 Hepatitis B Vaccine Series of 3 $0 $117.00 Hepatitis B Vaccine Booster $0 $39.00 Hepatitis C Antibody Test $0 $27.00 Influenza Vaccine $0 $28.00 Gamma Globulin In'ection $0 $26.00 GGTP $0 $14.00 Lipid Panel $0 $95.00 MMR Immunization $0 $54.00 New Patient Visit, Level 1 Focused $35.00 $31.00 New Patient Visit, Level 2 Expanded $71.00 $32.00 New Patient Visit, Level 3 Detailed $110.00 $49.00 New Patient Visit, Level 4 Comprehensive $178.00 $63.00 New Patient Visit, Level 5 Complex $234.00 $62.00 Phlebotomy $0 $125.00 Physical Performance Test, 15 '/2 hour $94.00 $129.00 Physical Performance Test, each 15 min $47.00 $64.00 Polio Vaccination $0 $34.00 PSA $0 $16.00 Pulmonary Stress Test/Simple $47.00 $268.00 Rabies Vaccination One Dose $0 $219.00 RBC Cholinesterase $0 $14.00 Rectal Exam and Occult Blood $34.00 $0 Resting Electrocardiogram EKG $21.00 $63.00 Return Patient Visit, Level 1 Minimal $13.00 $31.00 Return Patient Visit, Level 2 Problem Focused $37.00 $31.00 Retum Patient Visit, Level 3 E anded Problem $68.00 $50.00 Return Patient Visit, Level 4 Detailed $107.00 $63.00 Return Patient Visit, Level 5 Comprehensive $155.00 $63.00 SpIrometry $14.00 $139.00 Stool for occult blood Hemoccult slide $0 $14.00 Stress Echo Exercise, Exercise Stress $125.00 $233.00 Stress Echo, Tracing Only, Without Intrep & Report $0 $254.00 Stress Echo, Interpretation & Report Only $25.00 $0 Tetanus/Diphtheria Booster $0 $34.00 Tetanus Diphtheria Acellular Pertussis (Tdap) $0 $34.00 Thyroid Uptake $0 $19.00 Treadmill Test - Fitness Assessment $75.00 $142.00 TSN $0 $21.00 T4 Uptake $0 $21.00 Triglycerides $0 $14.00 Tuberculin Skin Test PPD one or two step testin $0 $9.00 Varicella Titer $0 $19.00 LIC IRVINE HEALTH Page 13 Urinalysis (Dipstick) $0 $14.00 Urinalysis (Microscopic) $0 $23.00 Visual Screening Snellen chart) _ $19.00 $0 Visual Test itmus $12.00 $29.00 X -Ray, Chest PA & Lateral $30.00 $38.00 Zinc Protoporphrin $0 $36.00 UC IRVINE HEALTH Page 14 EXHIBIT B-1 The Scope of Services to be provided under this Agreement includes the following services. These services will be provided, by agreement between City of Newport Beach and the Provider when scheduling the services at the Center for Occupational and Environmental Health Practice Site in the City of Irvine, Fitness for Duty Evaluation: Complete medical, occupational and relevant history review by physician, physician exam, recommendation by examining physician for additional diagnostic studies or consultations and physician's completion of "Employer Exam Report" which indicates work status. Examination Category Professional Facility Price Price Fitness for Duty Evaluation —hourly consultation rate $338.00 $0 UC IRVINE HEALTH Page 15 INSURANCE REQUIREMENTS 1.1 PROVISION OF INSURANCE. Without limiting UCI's indemnification of city, and prior to commencement of work, UCI and city shall obtain, provide and maintain at its own expense during the term of this agreement. UCI and city agree to provide insurance in accordance with requirements set forth here. 1.2 COVERAGE REQUIREMENTS. City at their respective sole cost and expense, shall insure or self -insure its activities in connection with this agreement and obtain, keep in force and maintain insurance as follows: A. Errors and Omissions: (1) Each Occurrence $1,000,000 (2) General Aggregate $2,000,000 (3) Personal and Advertising Injury $1,000,000 (4) General Aggregate $2,000,000 (Bodily Injury, Property Damage) However, if such insurance is written on a claims made form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. & Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: (1) Each Occurrence $1,000,000 (2) Products, Completed Operations Aggregate $2,000,000 (3) Personal and Advertising Injury $1,000,000 (4) General Aggregate* $2,000,000 *(not applicable to comprehensive form) However, if such insurance is written on a claims made form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. C. Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of both parties against other insurable hazards relating to performance. UC IRVINE HEALTH Page 16 It is expressly understood, however, that the coverages required under paragraphs 2.A. and 2.8., shall not in any way limit the liability of either party. Such provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of the other party, its officers, agents, employees. Each party upon execution of this Agreement shall furnish the other party with Certificates of Insurance or other evidence of compliance with all requirements. Certificates shall further provide for thirty (30) calendar days advance written notice to the other party of any modifications, change, or cancellation of any of the above insurance coverage. 1.3 UCI at their respective sole cost and expense, shall insure or self - insure its activities in connection with this agreement and obtain, keep in force and maintain insurance as follows: A. Professional Medical and Hospital Liability (1) Each Occurrence $1,000,000 (2) General Aggregate $2,000,000 (3) Personal and Advertising Injury $1,000,000 (4) General Aggregate $2,000,000 (Bodily Injury, Property Damage) However, if such insurance is written on a claims made form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. B. Comprehensive or Commercial Form General Liability Insurance (contractual liability Included) with limits as follows: (1) Each Occurrence $1,000,000 (2) Products, Completed Operations Aggregate $2,000,000 (3) Personal and Advertising Injury $1,000,000 (4) General Aggregate* $2,000,000 *(not applicable to comprehensive form) However, if such insurance is written on a claims made form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. C. Workers' Compensation and Employers Liability Insurance in a form and amount covering each party's full liability under Workers' Compensation and Safety Act of the State of California as amended from time to time. D. Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of both parties against other insurable hazards relating to performance. UC IRVINE HEALTH Page 17 It should be expressly understood, however, that the coverages required under paragraphs 1.3.A, 1.3.8. and 1.3.C. hereof shall not in any way limit the liability of either party. Such provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of the other party, its officers, agents, employees. Each party upon execution of this Agreement shall furnish the other party with Certificates of Insurance or other evidence of compliance with all requirements. Certificates shall further provide for thirty {34} calendar days advance written notice to the other party of any modifications, change, or cancellation of any of the above insurance coverage. 1.4 ENFORCEMENT OF AGREEMENT PROVISIONS. UCI acknowledges and agrees that any actual or alleged failure on the part of the City to inform UCI of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5 CITY REMEDIES FOR NONCOMPLIANCE. If either party fails to provide and maintain insurance as required herein, then either party shall have the right to terminate this Agreement, or to suspend employer services until proper evidence of insurance is provided. 1.6 TIMELY NOTICE OF CLAIMS. UCI shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from UCI's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.7 UCPS INSURANCE. UCI 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. UC IRVINE HEALTH Page 18