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HomeMy WebLinkAboutC-6231 - On-Call PSA for Medical Screening ServicesON-CALL PROFESSIONAL SERVICES AGREEMENT WITH ALL'S WELL, INC. DBA ALL'S WELL HEALTH CARE SERVICES FOR MEDICAL SCREENING SERVICES THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1st day of July, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ALL'S WELL, INC., a California corporation doing business as ALL'S WELL HEALTH CARE SERVICES ("Consultant"), whose address is 327 W. Broadway, Glendale CA -9', and is made with reference to the following: 9 1,�O4 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 Consultant to provide on-call Medical Screening Services ("Project"). C. Consultant 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 Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant 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 31, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on-call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant 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; 2.1.3 The estimated number of hours and cost to complete the Services; and 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, Consultant 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 Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant'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 001100 ($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 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person All's Well Health Care Services Page 2 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 Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant 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. Consultant has designated Monique Herrera to be its Project Manager. Consultant 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 Consultant, 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. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Police Department. City's Support Services Lieutenant or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. All's Well Health Care Services Page 3 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, 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 Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant 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. For purposes of this Agreement, the phrase "highest professional 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. By delivery of completed Work, Consultant 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 Consultant 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 Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant'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, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers 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, attorneys' 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 Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, All's Well Health Care Services Page 4 errors and/or omissions of Consultant, 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 Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. 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 Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, 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 Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this M Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant 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 Consultant on the Project. 12. CITY POLICY Consultant 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 Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. All's Well Health Care Services Page 5 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint-venture or syndicate or co-tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, 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 Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, 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 All's Well Health Care Services Page 6 compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon priorwritten request. 17.2 Documents, including drawings and specifications, prepared by Consultant 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 Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant 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 Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant 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 Consultant under this Agreement. All's Well Health Care Services Page 7 21. WITHHOLDINGS City may withhold payment to Consultant 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. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant 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. 24.2 If subject to the Act, Consultant 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. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25, NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All's Well Health Care Services Page 8 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Dennis Birch, Lieutenant Police Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: 4 Attn: Michael A. Hoyal All's Well Health Care Services 327 W. Broadway Glendale, CA 9212.6-a WIDLI �-26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant'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 Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services All's Well Health Care Services Page 9 satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant 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 Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28A Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all d preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments, This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to All's Well Health Care Services Page 10 this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant 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. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] M All's Well Health Care Services Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO N Y'S OFFICE Date: .S By: Aar n 0. Harp U P1" City ttorney 'I� ATTEST: ' Date: �'( - t ' By: Leilani I. Brown City Clerk U �PORS P CITY OF NEWPORT BEACH, a California municipal corporation Date: '7 - I - 1--5;- By: Jay . oh on Ch of of Police CONSULTANT: ALL'S WELL, INC., a California corporation doing business as ALL'S WELL HEALTH CARE SERVICES Date: By: Michael A, Hoyal Chief Financial Officer Date: '715--0 — By: Linda Lindsey Vice President [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements All's Well Health Care Services Page 12 EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES: Consultant shall provide temporary personnel (or "temporary associates") and related services on an as-needed basis. City also agrees to authorize a thorough City Company credit evaluation to include, but not limited to: Bank Ratings, Experian or DUN & Bradstreet credit checks, or review of City's Financial Statements (See Exhibit B). While any Consultant location may service City under this Agreement, the primary Consultant location for the daily servicing of City will be 16371 Beach Blvd. Huntington Beach, CA 92647. This location may be contacted at (714) 845-4484 for any administrative issue such as placement of orders, questions regarding billing, etc. Minimum length of any temporary assignment shall be four(4) hours per request, per employee, per day. Any special requirements of the City shall be communicated to Consultant at the time of City'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; Consultant's temporary personnel shall have access to any manuals or guidelines necessary for the operation of said equipment; and City will assure that all Consultant's temporary personnel are not assigned to use equipment, or perform duties for which they are not adequately trained. City 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 City fails to provide Consultant with such notice of cancellation of any requested services, City shall be liable for a minimum non- cancellation fee equal to four(4) hours billable time. CONSULTANT shall not be responsible for failing to provide the temporary personnel requested If said temporary personnel are unavailable and City has been so notified at least forty-eight (48) hours in advance or, if less than forty-eight (48) hours in advance, within two (2) hours of the initial City's request, City shall provide parking for temporary personnel or reimburse temporary personnel for any parking fees incurred, Consultant will not be responsible for any City parking passes or cards issued to temporary personnel. Upon request, it is passible to arrange to meet with Consultant's 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. All's Well Health Care Services Page A-1 All communication regarding staffing (schedules, changes, cancellations, requests) shall be communicated specifically and directly with a Consultant Account Executive and not field representatives. City shall not contact Consultant's temporary personnel directly. It is expressly agreed that temporary personnel provided by Consultant have no authority to bind Consultant in any manner. While on assignment, Consultant's temporary personnel shall be limited to performing job duties as communicated in writing to the Consultant's Account Executive when the original job order is taken, unless the job order is modified with the written approval by Consultant. Non-compliance with this Section may result in immediate removal of the temporary associate from the assignment among other available remedies. CITY shall ensure that temporary personnel are given a reasonable caseload, not exceeding that which is expected of its own personnel. As employees of Consultant, temporary associates are eligible to earn time off benefits. With reasonable notice to City, temporary associates may be granted time off at Consultant's discretion. Consultant's temporary personnel shall provide services in compliance with the "Practice Act" or "Scope of Practice" which defines their profession. Patient care personnel are restricted from dispensing any/all narcotics without a dual signature of associate and supervisor, manager or/physician. CONSULTANT STAFFING SERVICES: Consultant shall recruit, screen, hire, complete the 1-9 verification, and assign temporary personnel to perform temporary job assignments at designated City work sites. Consultant shall be responsible for performing reference checks on all temporary personnel, prior to assignment at City'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 City must be mutually agreed upon in writing. Consultant's 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 Consultant. All temporary personnel providing patient care, or who will come in contact with any blood borne pathogens will maintain negative TB skin testichest 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 Consultant and Consultant shall be responsible for paying its temporary personnel wages, applicable federal, state, and All's Well Health Care Services Page A-2 local taxes. Consultant 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 Consultant under this Agreement. The City is responsible for maintaining an OSHA-300 log. To the extent that Consultant may be required to pay its temporary personnel overtime under any federal or State law, Consultant 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 Consultant temporary personnel and agrees that service provided by Consultant temporary personnel for City will only be performed at the City's business premises. City further agrees that Consultant's temporary personnel shall not be permitted or requested without the express advance written approval by an officer of Consultant, 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. City further understands that Consultant does not conduct criminal background checks on temporary personnel unless City requests such additional screening, which is a reimbursable expense. While Consultant 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 Consultant of any injury suffered). Nothing in this Agreement shall be construed to create a partnership, joint venture or enterprise between Consultant and the City. PROPRIETARY SOFTWARE: To satisfy City's temporary personnel requirements, data and invoices will be generated using Consultant's proprietary software that may be installed on the City's premises and to which City and its employees may gain access. City agrees that the Consultant'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 Consultant and shall not be duplicated or disclosed, without the advance written consent of an officer of Consultant. TEMPORARY PERSONNEL CONVERSION POLICY: City understands Consultant's 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 Consultant to advertise, recruit, evaluate, and train, its temporary personnel. All's Well Health Care Services Page A-3 Accordingly, City will not, without the written consent of Consultant, hire Consultant's temporary personnel, interfere with the employment relationship between Consultant and its temporary personnel, or directly or indirectly cause Consultant's temporary personnel to transfer to another temporary help service. Notwithstanding the above, City may directly convert any Consultant's temporary personnel to a fulitime employee of City, providing City agrees to and signs the temporary to hire liquidation fee schedule that Consultant 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 Consultant for itself or for any other entity, without the expressed advanced written consent of an officer of Consultant. City agrees that Consultant's temporary personnel are referred to City on a temporary basis, while seeking full-time employment through Consultant. 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 person's services through another temporary or outsourcing service within six (6) months after termination of this person's temporary assignment with Consultant at City, City agrees to pay Consultant its fee in accordance with Consultant's Full-Time Placement Division standard fee schedule. City further agrees that it will inform any Independent Contracts ("IC") who utilize City's location(s) to perform the IC's business (such as surgeons who might rent an Y operating room) that Consultant's temporary personnel work for Consultant not City. Such disclosure will also state that the IC shall not solicit, cause anyone to solicit, or otherwise attempt to convert any of Consultant's temporary personnel and if the IC performed such an act that the IC will be billed for the applicable conversion fee. City will not reassign or relocate Consultant's temporary personnel, without prior written approval of Consultant. CONSULTANT'S REPLACEMENT GUARANTEE: If Consultant's 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 Consultant. The fulfillment by Consultant of this 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 Consultant to City. 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 state statutes and laws pertaining to employment. The parties specifically All's Well Health Care Services Page A-4 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. OTHER TERMS: 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. All representations and warranties made herein shall survive the execution of this Agreement. City may not assign its rights or delegate or subcontract its duties or obligations under this Agreement without the advance written permission of Consultant. 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. 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. ADDITIONAL TERMS: M Reassignment or "floating" to areas that are outside of the assigned temporary associate's established clinical competences is not permitted. City shall report any unexpected incidents, errors, sentinel events and/or occupational safety hazards/events to Consultant immediately at 714-596-2902, whether or not such incident or event occurs during Consultant's standard business hours of 8:OOa.m. until 5:30p.m. Pacific Time. After hours on-call representation will be available at any time outside of normal business hours. City shall contact Consultant at 714-596-2902 to report any concern about the quality and safety of patient care provided by any of Consultant's temporary personnel. Consultant and City agree to take no disciplinary or punitive action against an employee or independent contractor of either party who in good faith reports safety and quality-of- care concerns. Consultant encourages City to report any concern and/or complaint about Consultant's temporary associates. Consultant guarantees that it will take necessary actions with regard to any such grievance including, but not limited to the following: any verbal or written grievance received by Consultant will be reported within 24 hours to the applicable Consultant's branch manager or clinical staff supervisor and within 24 hours of receipt of that report, the branch manager or clinical staff supervisor or their delegate will investigate the grievance and will make every effort to resolve the grievance to the City's satisfaction. For an unresolved grievance (i .e., a grievance that All's Well Health Care Services Page A-5 cannot be resolved to the City's satisfaction), a written report will be sent to Consultant's Human Resources Department within 24 hours of such determination and a copy of the report and any action taken will be documented in the temporary associate's personnel file. In addition, if City informs Consultant that it may file a legal action against Consultant and/or the temporary associate or has already filed such action, Consultant's Medical Compliance Department will be notified of any such legal action. Prior to the start date of the clinical temporary associate's assignment at City, Consultant assesses and documents his or her clinical competence based on the job description, techniques, procedures, technology, and skills needed to provide care, treatment, and services to City. AFFORDABLE CARE ACT: City and Consultant acknowledge that through the Patient Protection and Affordable Care Act of 2010, as amended ("ACA"), and regulations promulgated thereby, statutory requirements have been imposed upon certain employers of certain employees working in the United States. Consultant is committed to fulfilling its ACA obligations through offering ACA compliant benefits to eligible contingent workers. In demonstrating City's commitment to ACA compliance, City agrees to pay a $0.54 surcharge for each hour of service provided on or after January 1, 2015 by each temporary associate to City. The surcharge will be billed to City in a separate line item on the invoice." M All's Well Health Care Services Page A-6 EXHIBIT B SCHEDULE OF 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 Da $47.60 $70.00 $80.00 1.5 times Rate (first 8 hours) Double time over 12 hours "City agrees to pay a$0.54 surcharge for each hour of service in compliance with the Affordable Care Act Approved Reimbursable Expenses: • Non-Automated computer reports; Special screening services for temporary associates such as background checks, Departmentof Motor Vehicle check,SocialSecurity checks and/or drug screening;and • Parking fees fortemporary health care personnel. M All's Well Health Care Services Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant 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. Consultant 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. B. General Liability Insurance. Consultant 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, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant 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 Consultant 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. All's Well Health Care Services Page C-1 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform All's Well Health Care Services Page C-2 Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. City Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to M terminate this Agreement, or to suspend Consultant'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 Consultant or reimbursed by Consultant upon demand. G. 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 Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant 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. All's Well Health Care Services Page C-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 8/12/15 Dept./Contact Received From: Desiree Giessmann Date Completed: 9/4/15 Sent to: Desiree Giessmann By: Chris Company/Person required to have certificate: All's Well,Inc Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: ZudchAmerican Insurance Company B. AM BEST RATING(A- : VII or greater): A+:XV C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? ®Yes ❑ No D. LIMITS(Must be $1 M or greater): What is limit provided? 3,000,000/3,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS(Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) ❑Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY&NON-CONTRIBUTORY WORDING (Must be included): Is it included? ®Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include"solely by negligence"wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE(RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ®Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: Zurich American Insurance Company B. AM BEST RATING (A- : VII or greater) A+:XV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? ®Yes ❑ No D. LIMITS- If Employees (Must be$1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E. LIMITS Waiver of Auto Insurance/Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY&NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A ❑Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 111. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: Ace American Insurance Company B. AM BEST RATING (A- : VII or greater): A++;XV C. ADMITTED Company(Must be California Admitted): ®Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ®Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY ® N/A ❑Yes ❑ No V BUILDERS RISK ® N/A ❑Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ®Yes ❑ No IF NO,WHICH ITEMS NEED TO BE COMPLETED? Approved: 9/4/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED(Non-admitted carrier rated less than_; Self Insured Retention or Deductible greater than $ ) ❑ NIA ❑Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date " Subject to the terms of the contract.