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HomeMy WebLinkAbout2015 CON US Healthworks Medical GroupAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND U.S. HEALTHWORKS MEDICAL GROUP PROFESSIONAL CORPORATION THIS AGREEMENT is entered into this 1st day of March, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and U.S. HealthWorks Medical Group, Professional Corporation, an occupational medical services provider (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide occupational medical services, as described in Attachment "A". WHEREAS, the CITY has determined that the CONSULTANT is an occupational medical provider and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in Attachment "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings on as "as -needed" basis to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 1 CONC US Healthworks Agreement 03 01 15 3. PROJECT COORDINATION AND SUPERVISION. Stacey Stevenson, Director of Administrative Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide administrative oversight of this Agreement for the CONSULTANT. Mario Tirado, Vice President of Contracting thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The cost of work described in Attachment "A" shall not exceed the schedule given in Attachment "A" (the Base amount) without prior written authorization from the Project Coordinator. The total cost of work shall not exceed $10,000 without the written authorization of the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Attachment "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on March 1, 2015. The duration of this Agreement is for the period of May 1, 2015 through April 30, 2016. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work 2 CONC US Healthworks Agreement 03 01 15 prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City 3 CONC US Healthworks Agreement 03 01 15 of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 4 CONC US Healthworks Agreement 03 01 15 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, and reasonable attorneys' fees, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 5 CONC US Healthworks Agreement 03 01 15 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Medical Malpractice Insurance, with minimum coverage of $1,000,000 per occurrence and $3,000,000 aggregate. E. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. F. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat 6 CONC US Healthworks Agreement 03 01 15 the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the either party. Termination without cause shall be effective only upon 60-day's written notice to the other party. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by either party for cause in the event of a material breach of this Agreement, misrepresentation by the other party in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the party being terminated as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the 7 CONC US Healthworks Agreement 03 01 15 CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stacey Stevenson Director of Administrative Services Human Resources City of National City 140 East 12th Street, Suite A National City, CA 91950-4301 To CONSULTANT: Mario Tirado Vice President of Contracting U.S. HealthWorks Medical Group, Prof. Corp. 28035 Avenue Stanford West Valencia, CA 91355 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 8 CONC US Healthworks Agreement 03 01 15 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 9 CONC US Healthworks Agreement 03 01 15 F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager PPROVED AS TO FORM: audia Silva City A 10 US HEALTHWORKS MEDICAL GROUP, PROFESSIONAL CORPORATION (Signatures of two corporate officer REQUIRED) By: Mallas and COO Therese Hernandez Secretary CONC US Healthworks Agreement 03 01 15 ATTACHMENT A: SCOPE OF SERVICE Employer: 60632 CITY OF NATIONAL CITY EMPLOYER SERVICES Protocol Description Price P 039 BREATH ALCOHOL TEST 42.00 P 046 ANABLOIC STEROID TESTING- 220.00 P 027 DRUG SCREEN COLLECTION - DOT 40.00 P 012 DRUG SCREEN — INSTANT 5 PANEL (NONDOT) 45.00 P 044 PHYSICAL EXAM — BASIC 80.00 P 001 PHYSICAL EXAM — DOT 85.00 P 017 PHYSICAL EXAM — GROUP 1— FIREFIGHTER 435.00 Physical Exam Pulmonary Function Test Respirator Questionnaire Review Audiogram Chest X-Ray EKG Drug Screen — Instant 5-Panel Labs: Metabolic Comprehensive Chem Panel, Cell Blood Count, RPR (syphilis), Hepatitis B Surface Antibody P 003 PHYSICAL EXAM — GROUP 1— POLICE 395.00 Physical Exam Respirator Questionnaire Review Audiogram Chest X-Ray EKG Drug Screen — Instant 5-Panel - Labs: Metabolic Comprehensive Chem Panel, Cell Blood Count, RPR (syphilis), Hepatitis B Surface Antibody P 004 PHYSICAL EXAM — GROUP 1— LABOR Physical Exam Audiogram Lumbar X-Ray EKG Labs: Metabolic Comprehensive Chem Panel, Cell Blood Count, RPR (syphilis), Hepatitis B Surface Antibody P 002 PHYSICAL EXAM — GROUP 3 - Physical Exam Audiogram Labs: Metabolic Comprehensive Chem Panel, Cell Blood Count, RPR (syphilis), Hepatitis 8 Surface Antibody P 045 PULMONARY FUNCTION TEST (PFT) P 043 REVIEW QUESTIONNAIRE RESPIRATOR P 047 LAB — LEAD LEVEL W/ ZPP 350.00 175.00 44.00 28.00 61.00 EMPLOYER SERVICES (cont.) P 048 LAB-HEP B TITER SURF ANTIBODY 50.00 P 049 X-RAY — CHEST 65.00 WORKERS COMPENSATION The Consultant shall bill the City of National City for all Workers' Compensation services per the California Official Fee Schedule. ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/16/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER InterWest Insurance Services License #0601094 222 Court Street Woodland CA 95695 INSURED USHEA-1 U.S. Healthworks Holding Company, Inc. 25124 Springfield Ct., Ste 200 Valencia CA 91355 NAME: Michelle Goodwin (ANPH ONE No. EXu:831-635-2247 E-MAIL DREss:mgoodWIflc jwins.com INSURER(S) AFFORDING COVERAGE INSURER A:Zurlch-American Insurance Co INSURER B :Scottsdale Insurance Co. INSURER c :Safety National Casualty Corp INSURER D : FAX No):831-638-6801 NAIC # 16535 41297 15105 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 990518784 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GENERAL LIABILITY Y CP0647613601 9/1/2014 /1/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 CLAIMS -MADE IX OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 POLICY Pc OT X LOC $ A AUTOMOBILE LIABILITY CP0647613601 9/1/2014 /1/20153 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ B UMBRELLA LIAB X OCCUR XLS0094380 9/1/2014 3/1/2015 EACH OCCURRENCE $15,000,000 X EXCESS LIAB CLAIMS -MADE AGGREGATE $15,000,000 DED , RETENT ON $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY LDC4042721 9/1/2014 D/1/2015 X WC STATU- TORY LIMITS OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N N / A E.L. EACH ACCIDENT $2,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate holder is included as additional insured as required by written contract per the attached endorsement Re: USHW 1111 Broadway, Suite 305 Chula Vista, CA 91911 CERTIFICATE HOLDER CANCELLATION*10 days notice for non payment City of National City 140 East 12th Street, Suite A National City CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ivitakum ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD U.S. Healthworks holding Company, Inc. Policy No. CP0647613601 09/01/14-15 General Liability Supplemental Coverage Endorsement ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A. Broadened Named Insured 1. The following Is addod to Section I1- Who Is An Insured: Any organization of yours, other than a partnership or joint venture, which is not shown in the Declarations, and over which you maintain en ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it: a. Is newly acquired or formed during the policy period; b. Is also an Insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or c. Would be an Insured under another policy but for its termination or the exhaustion of its limits of Insurance. Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period. 2. The last paragraph of Section II - Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. B. Newly Acquired or Formed Organizations as Named Insureds 1. Paragraph 3. of Suction II -Who Is An Insured is replaced by the following; 3. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain an ownership Interest of more than 50% of such organization, will qualify as a Named Insured if there Is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180Th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily Injury" or "property damage' that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1345-A (09/08) Page 1 of 13 2. The last paragraph of Section II — Who Is An Insured does not apply to this provision to the oxtent that such paragraph would conflict with this provision. C. Insured Status — Employees Paragraph 2.a.(1) of Section II — Who Is An Insured is replaced by the following; 2. Each of the following Is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (If you are an organization other than a partnership, Joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business, However, none of these "employees" or "volunteer workers" are insureds for; (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while In the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However: Paragraphs (1)(a) and (1)(d) do not apply to your "employees" or "volunteer workers", who are not employed by you or volunteering for you as health care professionals, for "bodily injury" arising out of "Good Samaritan Acts" while the "employee" or "volunteer worker" Is performing duties related to the conduct of your business. "Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received. Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co -"employees". As used in this provision, "employees' designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "employees" or 'volunteer workers" and the manner in which work is performed. D. Additional Insureds — Lessees of Premises Section II — Who Is An Insured is amended to include as an insured any person or organization who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. This provision does not apply: (1) To liability arising out of such person's or organization's sole negligence; or Includes copyrighted material of Insurance Services office, Inc, with its permission. U-GL.1345-A (09/08) Page 2 of 13 (2} After the person or organization ceases to lease or rent premises from you. E. Additional Insured — Vendors The following change applies if this Coverage Part provides insurance to you far "bodily injury" and "property damage" included In the "products -completed operations hazard": Section iI — Who Is An Insured is amended :o include as an insured any person or organization (referred :o below as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in tt•e regular course of the vendor's business, subject to the following additional provisions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement, This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you, c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, In connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or far the vendor; or h. 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any Insured person er organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part. F. Additional Insured — Managers, Lessors or Governmental Entity Section II — Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by, Includes copyrighted material of Insurance Services Office, Inc., with its permtssron, U-GL-1345-A (09/08) Page 3 of 13 a. Your acts or omissions; or b. The acts or omission of those acting on your behalf; and resulting directly from: a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury' b. To any person or organization; (1) For "bodily injury", "property damage" or "personal and advertising injury" arising out of its sole negligence; (2) Included as an insured under Paragraph 3. of Section II — Who Is An Insured; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; d. To any: (1) (2) Owners or other interests from whom land has been leased by you; or Managers or lessors of premises, if: (a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b) The "bodily Injury", "property damage' or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c) The premises are excluded under this Coverage Part. G. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following; Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage to Premises Rented To You Limit of Insurance applies to this coverage as described in Section III -- Limits Of Insurance. 2. Paragraph 6. of Section III — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or In the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. Includes copyrighted material or Insurance Services Office, inc., with Its permission U-GL-1345-A (09/06) Page 4 of 13 H. Broadened Contractual Liability Definition 9. in Section V— Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage", or "personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That Indemnifies an architect, engineer or surveyor for Injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or Instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, If an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. I. Definition -- Specific Perlis The following definition Is added to Section V — Definitions: "Specific perils" mean: a. Fire; b. Lightning; c. Explosion; d. Windstorm or hail; e, Smoke; f. Aircraft or vehicles; g. Vandalism; h. Weight of snow, ice or sleet; i, Leakage from fire extinguishing equipment, including sprinklers; or Includes copyrighted material of Insuranco Services Office, Inc., with Its permission. U-GL-1345-A (09/08) Page 5 of 13 j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam J. Limited Contractual Liability Coverage - Personal and Advertising lnjury 1. Exclusion e. of Section I - Coverage B - Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to; (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The "personal and advertising Injury" arises out of the offenses of false arrest, detention or imprisonment; (b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. (G) Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses Incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding In which damages to which this Insurance applies are alleged. 2. Paragraph 2.d. of Section I - Supplementary Payments - Coverages A And B is replaced by the following: d. The allegations In the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the Interests of the insured and the interests of the Indemnitee; 3. The following Is added to the paragraph directly following Paragraph 2.f. of Section I - Supplementary Payments - Coverages A And B: Notwithstanding the provisions of Paragraph 2.e.(2) of Section I - Coverage B - Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1345-A (09/08) Pege 0 of 11 K. Supplementary Payments The following changes apply to Supplementary Payments — Coverages A and B: Paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses Incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit'', Including actual loss of earnings up to $500 a day because of time off from work. L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short -Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), Including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section Ili — Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusion J. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section III — Limits Of Insurance: Subject to Paragraphs 2., 3. and 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property In the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per "occurrence". 3. Property Damage to Borrowed Equipment a. The following is added to Exclusion J. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a jobslte. b. The following is added to Section III — Limits Of Insurance: Subject to Paragraphs 2., 3. and 5, above, the most we will pay under Coverage A for damages because of "property damage" to equipment you borrow from others at a jobsite Is $25,000 per "occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section l — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Inciudcs copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1345-A (09/08) Page 7 of 13 a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. N, Definition — Bodily Injury Definition 3. in Section V — Definitions is replaced by the following: 3. "Bodily Injury" means bodily Injury, sickness or disease sustained by a person. This includes mental anguish, mental Injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease. O. Insured Status — Amateur Athletic Participants Section II —Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person Is an insured for: a. "Bodily Injury' to: (1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating In such amateur athletic activities; or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by: (1) Your "employee", "volunteer worker" or any person you sponsor; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). P. Non -Owned Aircraft and Watercraft Exclusion g. of Section 1-- Coverage A — Bodily Injury And Property Damage Liability Is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured, Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto' or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) (2) A watercraft while ashore on premises you own or rent; A watercraft you do not own that is: (a) Less than 51 feet long; and Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1345-A (09/08) Page 8 of 13 (b) Not being used to carry persons fora charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the Insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or In part by an insured; or (6) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it wore not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principal y garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f,(2) or f.(3) of the definition of "mobile equipment", Q. Definitions — Leased Worker, Temporary Worker and Labor Leasing Firm 1. Definitions 10. and 19. In Section V Definitions are replaced by the following: 10. "Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm', to perform duties related to the conduct of your business, "Leased worker" does not Include a "temporary worker'. 19. "Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee' absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-term workload conditions. "Temporary worker" does not Include a "leased worker". 2. The following definition is added to Section V — Definitions: "Labor leasing firm" means any person or organization who hires out workers to others, including any; a. Employment agency, contractor or services; b. Professional employer organization; or c, Temporary help service. R. Definition — Mobile Equipment Paragraph f. of Definition 12. in Section V -- Definitions is replaced by the following: f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for; (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1345-A (09/08) Page 9 of 13 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Alr compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. S. Definitions — Your Product and Your Work Definitions 21. and 22. in Section V — Definitions are replaced by the following: 21, "Your product a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name, or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not Include vending machines or other property rented to or located for the use of others but not sold. 22. 'Your work": a. Means: (1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or Instructions, T. Priority Condition The following paragraph is added to Section III — Limits Of Insurance: In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order; Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL•1345•A (09108) Page 10of13 (a) You; (b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or "employees'; and (c) Any other insured in any order that we choose. U. Duties In the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2., Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result In a claim under this insurance or notice of a claim or "suit' shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4,a, and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the Insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a, Primary Insurance This Insurance Is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, Thls insurance Is primary insurance as respects our coverage to the additional insured person or organization where the written contract or written agreement requires that this insurance be primary and non-contributory, In that event, we will not seek contribution from any other insurance policy available to the additional Insured on which the additional Insured person or organization is a Named Insured. Other Insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) Thls Insurance Is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (I) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (II) That Is property Insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; Includes copyrighted material of Insurance Services Office, Inc., with Its permission. U-GL-1345-A (09108) Page 11 of 13 (0) (III) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (iv) If the loss arises out of the maintenance or use of aircraft, "autos' or watercraft to the extent not subject to Exclusion g. of Section 1— Coverage A — Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others at a jobsite; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (Including any deductible or self insurance portion thereof) available to the Insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by oo icy provision or attachment of any endorsement, Other primary Insurance Includes any type of sell insurance or other mechanism by which an insured arranges for funding of its legal liabilities. Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional Insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit", This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy Is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6, Representations of Section IV — Commercial General Liability Conditions Is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or Improper description of premises or other statement of information stated in this policy. You must notify us in writing as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part, Includes copyrighted material of Insurance Services Office, Inc., with Its permission. U-GL-1345-A (U9/08) Page 12 of 13 X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, thoso rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the insured will bring "sulk" or transfer those rights to us and help us enforce them. b. if the Insured waives its right to recover payments for Injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it Is signed, whichever happens first. Thls waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. Y. Liberalization Condition The following condition is added to Section IV — Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. Includes copyrighted material of Insurance Services Office, Inc„ with its permission U-GL-1345-A (09/08) Page 13 of 13 CALIFORNIA April 28, 2015 NATIONAL arry- 'o� V G1v J Mario E. Tirado Vice President, Payor Contracting 28035 Avenue Stanford West Valencia, CA 91355 Re: Agreement between the City of National City and U.S. HealthWorks Mr. Tirado, In regards to the above subject, please find enclosed one fully executed agreement for your file. If you have any questions, please contact me. Sincerely, ;le-6i' 173 Lilia Mufioz Human Resources Analyst Direct Line: (619) 336-4309 lmunoz@nationalcityca.gov xc: Michael Dalla, City Clerk/Records Management Officer Enclosures Human Resources Department 140 E. 12th Street, Suite A, National City, CA 91950-3312 619/336-4300 Fax 619/336-4303 www.nationalcityca.gov HealthWorks° MEDICAL GROUP A Dignity Health Member The Right Care, Right Away April 16, 2015 City of National City 140 East 12th St. Ste. A Attn: Stacey Stevenson National City CA 91950 Dear Stacey: RECEIVED APR 20 2015 HUMANOF NATIONAL CITY RESOURCES DEPARTMENT Enclosed please find two partially executed Agreements between City of National City and U.S. HealthWorks Medical Group, PC for your countersignature. Once signed, please forward one fully executed copy to my attention at the address noted below. Should you have any questions, please do not hesitate to contact me at (661) 678-2628. Regards, Mario E. Tirado Vice President, Payor Contracting 28035 Avenue Stanford West Valencia, CA 91355 (661) 678-2628 Fax: (661) 678-2728 Mario.Tirado@USHWorks.com