CONTRACT 5633 Service Agreement CLOSED Agreement No. 5633
SERVICES AGREEMENT
This Services Agreement (the "Agreement") is entered into by and between The Regents
of the University of California,on behalf of the UCLA Faculty Practice Group(hereinafter referred
to as "UCLA") and the City of El Segundo, on behalf of the El Segundo Fire Department
(hereinafter referred to as "Client"), and sets forth the terms and conditions under which UCLA
will make available certain services to the Client.
RECITALS
A. Client is the owner and operator of El Segundo Fire Department, located at 314
Main Street, El Segundo, CA 90245 and 2261 E Mariposa Ave, El Segundo, CA 90245.
B. UCLA Health operates a Sports Performance Training Center located at 2275 East
Mariposa Avenue, El Segundo, CA 90245 (the"Training Center").
C. UCLA contracts with Athletes' Performance, Inc. doing business as EXOS
("EXOS")to staff and manage the Training Center and to provide the services described in Exhibit
A (the"Services").
D. Client desires to contract with UCLA to make available the Services to certain of
Client's employees(the"Participants") in order to promote the general wellness and performance
of the Participants (the"Program").
E. UCLA desires to make available those Services as set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants, conditions and
restrictions set forth herein,the parties agree as follows:
1. UCLA's RESPONSIBILITIES AND ACKNOWLEGEMENTS
1.1 Services. During the term of this Agreement, UCLA shall make available the
Services, as further identified on Exhibit A, at the times and locations identified.
1.2 Deliverables. UCLA shall make available any deliverables, such as Practice Meal
Building Guide and Supplementation Guide, as agreed to by the parties,and as set forth in Exhibit
A.
2. CLIENT'S RESPONSIBILITIES AND ACKNOWLEGEMENTS
2.1 No Medical Care. Client acknowledges and agrees that the Services made available
to the Participants hereunder do not constitute medical care,treatment or diagnosis and that neither
UCLA nor EXOS is responsible for the clinical care of Participants under this Agreement.
2.2. Participants. Client shall provide UCLA with the names of the Participants who
will take part in the Program in advance of any Services being made available hereunder.
Page 1 of 8
Agreement No. 5633
3. COMPENSATION AND BILLING
3.1 Invoices. UCLA shall submit the invoice for the Services to Client to the following
name and address:
City of El Segundo
Fire Department
314 Main Street
El Segundo, CA 90245
Email: allaccountspayble@elsegundo.org
3.2 Coml)ensatiorr to UCLA. Client shall pay UCLA a one-time fee for the Services in
accordance with the rates set forth in Exhibit A. Client shall pay UCLA within forty-five (45)
days of the date of the invoice sent to Client by UCLA. Client agrees to pay UCLA a one percent
(1%) service charge per month for any payments that are not made within thirty (30) days. All
payments to UCLA shall be made by 1) credit card or ACH through the Fusion portal or 2)check
to "The Regents of the University of California" and mailed to:
Daniel De Luna- 262415-1L-6241
Assistant Director of Finance
UCLA Faculty Practice Group
5767 West Century Boulevard, Suite 400
Los Angeles, CA 90045
4. TERM AND TERMINATION
4.1 Term. The term of this Agreement shall begin on January 1, 2019 and terminate
on December 31, 2019 unless terminated as set forth hereunder.
4.2 Termination Without Cause. Either party may terminate this Agreement without
cause upon at least thirty(30)days' prior written notice to the other party.
4.3 Termination With Cause. Either party may terminate this Agreement upon the
material breach of this Agreement by the other party by giving the other party at least ten(10)days
prior written notice of such breach. If such breach is not cured by the breaching party within ten
(10) days of receipt of this notice, this Agreement shall terminate at the end of such ten (10) day
period. If Client is more than sixty (60) days delinquent in payments due under this Agreement,
UCLA may terminate the Agreement under this section by giving at least ten (10) days' notice.
Client will be responsible for any costs and legal fees resulting from any collection on the account.
4.4 Effect of Termination. In the event of expiration or termination of this Agreement
for any reason,Client shall pay UCLA for all Services that have been rendered prior to the effective
date of termination or expiration of this Agreement.
5. COMPLIANCE
Page 2 of 8
Agreement No. 5633
5.1 Compliance witli Laws. Both parties agree that each shall comply with all
applicable state and federal laws, rules, and regulations now in effect or hereafter adopted
regarding the Services provided under this Agreement, including but not limited to, those laws
regarding the retention and availability of books and records related to the performance of
obligations under this Agreement. Such action shall include, without limitation, compliance with
the appropriate provisions of the Social Security Act and any applicable regulations, as related to
the retention of records.
6. STATUS OF THE PARTIES
6.1 lndevendent Contractor. The relationship between UCLA and Client is an
independent contractor relationship. Neither Client nor its employees and agents are employees
or agents of UCLA and neither UCLA nor any agent or employee of UCLA is an employee or
agent of Client.None of the provisions of this Agreement shall be construed to create a relationship
of agency, representation,joint venture, ownership, control, or employment between the parties
other than that of independent parties contracting for the purposes of effectuating this Agreement.
Neither party shall have the authority to represent the other or enter into agreements on behalf of
the other party.
7. INDEMNIFICATION,LIABILITY AND INSURANCE
7.1 Indemnification by Client. Client shall defend, indemnify and hold UCLA, its
officers, employees and agents harmless from and against any and all liability, loss, expense,
(including reasonable attorneys' fees), or claims for injury or damages arising out of the
performance of this Agreement, but only in proportion to and to the extent such liability, loss,
expense,attorneys' fees or claims for injury or damages are caused by or result from the negligent
or intentional acts or omissions of Client, its officers, employees, or agents.
7.2 Indeannification by UCLA. UCLA shall defend, indemnify and hold Client, its
officers, employees, and agents harmless from and against any and all liability, loss, expense
(including reasonable attorneys' fees), or claims for injury or damages arising out of the
performance of this Agreement, but only in proportion to and to the extent such liability, loss,
expense,attorneys' fees or claims for injury or damages are caused by or result from the negligent
or intentional acts or omissions of UCLA, its officers, employees, or agents.
7.3 Liability. Neither party shall be responsible for the acts or omissions of the other
party nor for any consequential, incidental, indirect, punitive, or special damages of any kind
arising out of this Agreement. The limitations of this provision shall not apply to either party's
obligations to indemnify the other for claims of third parties.
7.4 Waiver and Release. Client acknowledges that all Participants in the Program
must agree to and execute EXOS's release and waiver of liability and assumption of risk
("Waiver") without modification prior to receiving or participating in any Services under this
Agreement.
7.5 Insurance. Each party shall secure and maintain the insurance coverage described
in Exhibit II, a copy of which is attached hereto and incorporated herein by this reference.
Page 3 of 8
Agreement No. 5633
S. USE CII NAME,SEAL 011 LOGO
8.1 The parties agree that they shall not use the name, seal or logo of the other without
prior written approval of an authorized representative of that party, including the names UCLA,
the University of California, the David Geffen School of Medicine, or similar references to the
University of California Los Angeles, its physicians or facilities in accordance with California
Education Code Section 92000, University of California policy and El Segundo Municipal Code
Chapter 1-3.
9. GENERAL
9.1 Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with and subject to the laws of the State of California.
9.2 Severabilitv. If any term, provision, covenant or condition of this Agreement is
held by a court of competent jurisdiction to be invalid,void or unenforceable,the remainder of the
provisions hereto shall remain in full force and effect and shall in no way be affected,impaired or
invalidated as a result of such decision.
9.3 Assignment. Neither party may assign, delegate or transfer in any manner the
obligations and rights set forth in this Agreement without the prior written consent of a duly
authorized representative of the other party, except as set forth herein.
9.4 Amendments. This Agreement or any pant of it may be amended only by the mutual
written consent of the duly authorized representatives of the parties.
9.5 Entire Arcenient. This Agreement, including its Exhibits, constitute the entire
agreement between the parties relating to the subject matter of the Agreement and shall supersede
all prior arrangements, negotiations, and understandings between the parties, whether oral or
written. No waiver of any term,provision or condition of this Agreement shall be deemed to be,
or shall constitute a waiver of any term, and no waiver of any present condition shall constitute a
waiver of such condition occurring in the future.
9.6 Notice. Any written notification required hereunder shall be personally served or
mailed by certified mail, return receipt requested,to the following:
If to UCLA: Grace Wittenberg
Faculty Practice Group - Ambulatory
1072 Gayley Ave
Los Angeles, CA 90095
If to Client: Chris Donovan, Fire Chief
El Segundo Fire Department
314 Main Street
El Segundo, CA 90245
Page 4 of 8
Agreement No. 5633
9.7 Third Parties. This Agreement is not intended and shall not be construed to create
any rights for any third party. For the sake of clarity, Participants shall not have any third party
beneficiary rights or any other rights arising out of this Agreement.
9.8 Exhibits. All Exhibits referred to herein are hereby incorporated herein. In the
event that any provision of this Agreement conflicts with any Exhibit to this Agreement, the
Exhibit shall control with respect to the subject matter of such Exhibit.
9.9 Counterparts. This Agreement may be executed in any number or counterparts,
each of which shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.
9.10 Ability to Enter Asuvement. Each party represents and warrants that it is free to
enter into this Agreement and to perform each of the terms and conditions of the Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement to be effective as of
the day and year set forth in Article 4 above.
UCLA CLIENT
THE REGENTS OF THE UNIVERSITY CITY OF EL S Gtr MIO
OF CALF � IA
By: .._ By:
Title:---u t`)e nk oCG v t' Title: 'egg Carpenter, City Manager
r
Date: 1O 7-L4- li3 Date:
ATTEST-
TraWeave ,
City Clerk
APPROVED AS TO FORM:
4). ensley,
City Attorney
X UJ ,
Page 5 of 8
Agreement No. 5633
EXHIBIT A
1. Services Made Available.by UCLA
• EXCLUSIVE 60-min training sessions for El Segundo FD- 5 Days/week- Monday thru
Friday
o Capacity: 15
o Available Window for the 60-min sessions: 8am-9am
• Exclusive Pricing to Optional Group Training Program for Individual Off-Duty First
Responders($149/Month)
o Unlimited Access to existing adult training groups
0 6am/7am/Noon/5pm/6:30pm
• 1-on-1 Performance Consultation-Initial & as needed basis(i.e. IOD consults &return
to performance services)
• Monthly 1-on-1 Nutrition Consultation
o 30-min private consultation and coaching each month per person
• Monthly Group Education Sessions at the Station
o Nutrition
o Injury Prevention
o Recovery Techniques
• Journey digital platform
o Online assessment
o Employee portal
o EXOS Workout Library
o EXOS Movement app
o Guided Paths
o EXOS Meal Builder
• Full access to EXOS communication platform
o Posters
o Handouts&flyers
o Email Communications
o Digital signage
• Engagement, utilization and prioritization data reviews throughout the year
• Program Kick-off and engagement(lunch and learns,visibility tables, in-office education
modules, lunch and learns, stretch breaks, no sweat workouts,new employee orientation,
cooking demos, ad hoc requests)
• In-person and virtual Skills Building Series education modules
• Group Mobility+Regeneration
2. Number of Participants
43 employees are eligible for participation
3. Rates and Fee Schedule
A one-time fee of$50,000 will be paid to UCLA Health within 45 days of date of
invoice.
Page 6 of 8
Agreement No. 5633
EXHIBIT B
I. CLIENT INSURANCE
Client at its sole cost and expense, shall insure its activities in connection with this Agreement,
and obtain,keep in force and maintain insurance as follows:
1. Comprehensive or Commercial Form General Liability Insurance (contractual
liability included) with self-insured retention of one million dollars ($1,000,000) per
occurrence.
2. Workers' Compensation Insurance in a form and amount covering Client's fall
liability as required by law under the Workers' Compensation Insurance and Safety Act of
the State of California as amended from time to time.
3. Such other insurance in such amounts which from time to time may be reasonably
required by the mutual consent of the parties against other insurance risks relating to
performance.
It should be expressly understood, however, that the coverages required under this
Agreement shall not in any way limit the liability of Client.
The coverage referred to in Section 1 above shall be endorsed to include UCLA as an
additional insured. Such a provision,however, shall only apply in proportion to and to the
extent of the negligent acts or omissions of Client, its officers, agents, and/or employees.
Client, upon execution of this Agreement, shall furnish UCLA with Certificates of
Insurance evidencing compliance with all requirements. Certificates shall further provide
for thirty (30) days' advance written notice to UCLA of any modification, change or
cancellation of any of the above insurance coverages.
II. UCLA INSURANCE
UCLA maintains a program of self-insurance that covers its activities in connection with this
Agreement as follows:
1. Comprehensive General Liability Insurance with self-insured retention of five million
dollars ($5,000,000)per occurrence.
2. Worker's Compensation Liability Insurance with self-insured retention in amounts
required by the State of California.
3. Such other insurance in such amounts fiom time to time may be reasonably required
by the mutual consent of the parties against other insurance risks relating to
performance.
It should be expressly understood,however,that the coverages required under this Agreement shall
not in any way limit the liability of UCLA.
Page 7 of 8
Agreement No. 5633
The coverage referred to in Section 1 above shall be endorsed to include Client as an additional
insured. Such a provision, however, shall only apply in proportion to and to the extent of the
negligent acts or omissions of UCLA, its officers, agents, and/or employees. UCLA, upon
execution of this Agreement, shall furnish Client with Certificates of Insurance evidencing
compliance with all requirements. Certificates shall further provide for thirty(30) days' advance
written notice to Client of any modification, change or cancellation of any of the above insurance
coverages.
Page 8 of 8