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CONTRACT 5856 Professional Services AgreementDocuSign Envelope ID: 59611964-4AD1-4578-8762-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND OCCUPATIONAL HEALTH CENTERS OF CALIFORNIA, A MEDICAL CORPORATION This AGREEMENT is made and entered into this 27th day of December, 2019 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and OCCUPATIONAL HEALTH CENTERS OF CALIFONIA, A MEDICAL CORPORATION OF CALIFORNIA, a California Medical Corporation ("CONTRACTOR"). The parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONTRACTOR a sum not to exceed Thirty Thousand dollars ($30,000) for the term of this Agreement for CONTRACTOR's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONTRACTOR will perform services listed in the attached Exhibit "A" which is incorporated by reference. B. CONTRACTOR will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONTRACTOR will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONTRACTOR's services. CITY will notify CONTRACTOR of any deficiencies and CONTRACTOR will have fifteen (15) days after such notification to City of EI Segundo Professional Services (REV 2018.05) Page 1 of 11 DocuSign Envelope ID: 59611964-4AD1-4578-8762-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONTRACTOR. 4. PAYMENTS. For CITY to pay CONTRACTOR as specified by this Agreement, CONTRACTOR must submit a detailed invoice to CITY which lists the tasks performed based on the rates as set forth in Exhibit "B." 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONTRACTOR for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONTRACTOR services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONTRACTOR agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. N/A. 7. TERM. The term of this Agreement will be from October 1, 2019, to September 30, 2020. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE. A. CONTRACTOR will not perform any work under this Agreement until: CONTRACTOR furnishes proof of insurance as required under Section 22 of this Agreement; and ii. CITY gives CONTRACTOR a written notice to proceed. City of EI Segundo Professional Services (REV 2018.05) Page 2 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-87B2-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ B. Should CONTRACTOR begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONTRACTOR's own risk. 9. TIME EXTENSIONS. N/A. 10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit: A: Scope of Work. B. Exhibit: B: Rates. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONTRACTOR and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONTRACTOR, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONTRACTOR under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONTRACTOR's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15.TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONTRACTOR may terminate this Agreement at any time with notice to the City thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONTRACTOR will immediately cease City of EI Segundo Professional Services (REV 2018.05) Page 3 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-8782-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONTRACTOR after receiving a termination notice will be performed at CONTRACTOR's own cost; CITY will not be obligated to compensate CONTRACTOR for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONTRACTOR will, at CITY's option, become CITY's property, and CONTRACTOR will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E, Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONTRACTOR under this Agreement are CITY's property. CONTRACTOR may retain copies of said documents and materials as desired but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONTRACTOR's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. Nothing herein shall apply to medical records or information pertaining to the diagnosis or treatment of any patient which constitute medical records or Protected Health Information ("PHI") as defined by Federal Law under the Health Insurance Portability and Accountability Act of 1996 along with all rules, regulations, and amendments thereto (" H I PAA") 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONTRACTOR to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. A. CONTRACTOR agrees to the following: City of EI Segundo Professional Services (REV 2018.05) Page 4 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-8782-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ Indemnification for Professional Services. CONTRACTOR will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONTRACTOR or any of CONTRACTOR's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONTRACTOR indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONTRACTOR will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. MASSIGNABILITY. This Agreement is for CONTRACTOR's professional services. CONTRACTOR's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. City of EI Segundo Professional Services (REV 2018.05) Page 5 of 11 DocuSign Envelope ID: 59611984-4AD1-4578-87B2-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ 20.INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which it is performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONTRACTOR will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONTRACTOR will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvoe of Insurance Limits Commercial general liability: $2,000,000 Professional Medical Malpractice Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Commercial general liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such City of EI Segundo Professional Services (REV 2018.05) Page 6 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-87B2-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONTRACTOR will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover CONTRACTOR for all claims made by CITY arising out of any errors or omissions of CONTRACTOR, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONTRACTOR will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." F. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONTRACTOR's expense and deduct the cost of such insurance from payments due to CONTRACTOR under this Agreement or terminate pursuant to Section 155. 23. USE OF SUBCONTRACTORS. CONTRACTOR must obtain CITY's prior written approval to use any subcontractors or consultants while performing any portion of this Agreement. 24.INCIDENTAL TASKS. N/A,. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONTRACTOR: If to CITY: Occupational Health Centers of California, a City of EI Segundo Medical Corporation 5080 Spectrum Drive, Suite 120OW 350 Main Street Addison, Texas 75001 EI Segundo, CA City of EI Segundo Professional Services (REV 2018.05) Page 7 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-87B2-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ Attention: Legal - Contracts Attention: David Serrano Phone: 800-232-3550 Phone: 310-524-2381 Email: LegalContracts@Concentra.com Email: dserrano@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONTRACTOR will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than CONTRACTOR's bona fide employee, to solicit or secure this Agreement. Further, CONTRACTOR warrants that it has not paid nor has it agreed to pay any company or person, other than CONTRACTOR's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONTRACTOR breach or violate this warranty, CITY may rescind this Agreement without liability. 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONTRACTOR and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONTRACTOR's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONTRACTOR agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. City of EI Segundo Professional Services (REV 2018.05) Page 8of11 DocuSign Envelope ID: 596119B4-4AD1-4578-87B2-9DEC6848BD12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. 35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONTRACTOR represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONTRACTOR represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONTRACTOR is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. 40. MEDICAL RECORDS. (a) Custodian. CONTRACTOR shall serve as the custodian of medical records created at the clinic during the Term of this Agreement. CONTRACTOR, as custodian of records shall abide by all local, state, and federal requirements for such City of EI Segundo Professional Services (REV 2018.05) Page 9 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-87B2-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ record retention during and after the Term of this Agreement. CONTRACTOR shall also abide by all applicable laws related to CONTRACTOR and the medical service record retention. CITY acknowledges that CONTRACTOR will provide copies of medical records to any third -party requestor (with the appropriate executed release from the employee/patient, court order, or business affidavit, as applicable). (b) Access. CITY understands and acknowledges that the CITY is not entitled to access any patient medical records except to the extent allowed by law. CONTRACTOR is a "covered entity" as enumerated in 45 CFR §160.103. As a covered entity, CONTRACTOR may only disclose protected health information as authorized by and to the extent allowed by law. (c) Retention and Destruction. Upon the termination of this Agreement for any reason, CONTRACTOR shall maintain all records created against the statutory and regulatory requirements. Should CITY request records be maintained by CONTRACTOR beyond any state, local or federal rule due to an ongoing audit or legal matter, then CITY shall be invoiced for such retention for as long as such records are retained until written notice from CITY to destroy such retained records. This Section 40 shall survive the termination of this Agreement. [Signatures on next page] City of EI Segundo Professional Services (REV 2018.05) Page 10 of 11 DocuSign Envelope ID: 596119B4-4AD1-4578-8782-9DEC68488D12 Agreement No. 5856 Agreement No. [City Clerk assigns]_ IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO do �tt Mltnlck, City Manager ATT T: ,. Tra y Wea+�er, City Clerk APPROVED,AS TO FORM: LA P for Mark D. Hensley, City Attorney C)- PC) gado OCCUPATIONAL HEALTH CENTERS OF CALIFORNIA, A MEDICAL CORPORATION EkiVpf N 8 A0418734E40 Vice President City of EI Segundo Professional Services (REV 2018.05) Page 11 of 11 Agreement No. 5856 Exhibit A Concentra Scope of Services Services. Medical Provider /Entity will make determinations and provide medical services to treat occupational injuries to Covered Employees as reasonably required to cure or relieve the effects of such injury and in compliance with Labor Code 4610, Labor Code 4603. 4 and Title 8, Ca. Code of Regs. 9785. Referrals. Medical Provider will provide referrals for medically necessary services, provided that referrals are authorized by the Employer or its Claims Administrator in compliance with Company's rules, regulations, procedures and policies, as amended from time to time by Company. Medical' Resnonsibilitt. Medical services and referrals shall be provided in accordance with generally accepted clinical and ethical standards. Notification. Medical Provider will immediately notify Employer or its Claims Administrator of any finding of inappropriate behavior, concerns with the progression of treatment plan (due to lack of cooperation from injured worker) or misrepresentation from an injured worker claiming a workers' compensation injury against the Employer. Physical Service Packages Physical -Level 2 $246.40 Pulmonary Function Test Rapid mCup/10 Panel UDS TB Skin Test Vision Ishihara/Color Vision Titmus/Color Perception Audiogram INT Range of Motion -Level 1 INT Vision Peripheral DOT Physical PrePlacement $77.00 TB Skin Test $27.00 Hepatitis A & B Vaccine Twinrix $154.00 X -Ray Chest -1 View $55.00 Regulated UDS Reas. Susp. $71.50 Regulated UDS Ret. To Duty Obs. $71.50 Regulated UDS Pre -Placement $71.50 Regulated UDS Random $71.50 Regulated UDS Post Accident $71.50