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HomeMy WebLinkAbout2017 CON Sharp Rees-Stealy Medical Group - Occupational Medical ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SHARP REES-STEALY MEDICAL GROUP, INC. THIS AGREEMENT is entered into on this / day of December, 2017 by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SHARP REES- STEALY MEDICAL GROUP, INC. a California corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide medical services for pre -employment physicals, Department of Transportation ("DOT") exams, vaccines, drug screens, an other services as needed. WHEREAS, the CITY has determined that the CONTRACTOR is a medical group and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to perform medical services and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 1, 2017. The duration of this Agreement is for the period of December 1, 2017 through September 30, 2022. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. CONTRACTOR shall provide medical services as described in the CITY's Request for Proposal for Pre -Employment and Medical Services dated April 19, 2017. The CONTRACTOR 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 CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR 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. 4. PROJECT COORDINATION AND SUPERVISION. Lilia Munoz, Human Resources Analyst, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Joseph Marty thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual services performed. Billings shall include respective fees listed in Exhibit "A". The total cost for all services described in Exhibit "A" shall not exceed $50,000 annually. The compensation for the CONTRACTOR'S services shall not exceed the rates set forth in Exhibit "A". Exhibit "A" fees will be renegotiated in September 2020 if required due to increased costs. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR 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. 6. 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 CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR 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 CONTRACTOR. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR 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 CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Page 2 of 10 Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. City of National City and The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR 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 CONTRACTOR shall relieve the CONTRACTOR 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 Services 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 CONTRACTOR nor the CONTRACTOR'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 CONTRACTOR and the CONTRACTOR'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 CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(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 CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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 of National City, whether now in force or subsequently enacted. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of Standard Agreement Page 3 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, 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 CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR 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 CONTRACTOR has notified the CITY otherwise, the CONTRACTOR 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 CONTRACTOR to use due diligence under this sub -section will render the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR 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 14, 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 CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without Standard Agreement Page 4 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers 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, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S negligence, willful misconduct, or material breach in the performance of its 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, 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 CONTRACTOR 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 Labor 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, employees, and volunteers 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 against the CITY or its officers, employees, or volunteers, for or on account of any liability resulting from CONTRACTOR'S failure to comply with applicable Workers' Compensation Laws. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds. Standard Agreement Page 5 of 10 City of National City and • Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. and a separate additional insured endorsement shall be provided. The general aggregate limit applies per policy. C. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'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 CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. D. Medical malpractice Insurance, with minimum coverage of $2,000,000 per occurrence and $4,000,000 aggregate E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, 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's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR 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. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. 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 CONTRACTOR 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 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. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Standard Agreement Page 6 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. 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. 19. TERMINATION. A. This Agreement may be terminated with or without cause by either party. Termination without cause shall be effective only upon 60-day's written notice to the other party. During said 60-day period both party's shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR 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 CONTRACTOR or CITY 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 CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR 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 CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. 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: ti Standard Agreement Page 7 of 10 City of National City and Ce Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. To CITY: Stacey Stevenson Deputy City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Vice President - Contracts Sharp HealthCare 8695 Spectrum Center Boulevard San Diego, CA 92109 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR 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 CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times use commercially reasonable efforts to comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR 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 CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR 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 CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR 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 CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONTRACTOR. 22. 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. Contractor is solely responsible to determine if State prevailing wage rates Standard Agreement Page 8 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. 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. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. 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. Subcontractors or SubContractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subContractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. Standard Agreement Page 9 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. M. 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 SHARP REES-STEALY MEDICAL GROUP, INC. (Signatures of two co ate officers required) By: Leslie Deese, City Manager APPROVED AS TO FORM: By: By: (Na /41aa-iv ._.c 4/ 0- , (Print) (Title) (Name) (Print) (Title) Standard Agreement Page 10 of 10 City of National City and Revised July 2017 Sharp Rees-Stealy Medical Group, Inc. EXHIBIT A Sharp Rees-Stealy Medical Services Fees Effective December 1, 2017 Miscellaneous Sharp Breath Alcohol Test $35 Breath Alcohol Test Confirmation/Consultation $55 Drug Screen Collection - DOT $30 Drug Screen Test Confirmation/Consultation N/A Drug Screen - Instant 5 Panel (Non -DOT) $45 Physical Exam - Basic (Vitals, Snellen, UA, Exam, Vision) $63 Physical Exam - DOT (Per regulations) $110 Respirator Questionnaire Review/Exam $20 Pulmonary Function Test $52 Respirator Mask Fit Test N/A Lab/Vaccines Lead Level w/Zpp $60 Hep A Vaccine per shot $111 Hep A Titer $49 Hep B Titer $35 Hep B Vaccine (3 Series) per shot $133 TB Gold - Quantiferon $27 Tetanus $70 Specimen Collection & Prep (1 or more labs) $18 X-Ray Chest 2V $67 Lumbar 3V $104 Page 1 EXHIBIT A Physical Exam - Administrative Sharp Medical Questionnaire Form $0 Physical Exam - Basic (Vitals, Snellen, US, Exam, Vision) $63 For Police Admin Only - Drug Screen - Instant 5 Panel $45 Physical Exam - Labor Medical Questionnaire Form $0 Physical Exam - Basic (Vitals, Snellen, US, Exam, Vision) $63 Aud iogra m $43 Labs: Metabolic Comprehensive Chem Panel Comprehensive $38 CBC w/Differential $25 UA with micro - urine $15 Vaccines: Hep B - Titer (if needed) $35 Hep A Titer (if needed) $49 TB Gold (Quantiferon) $27 Specimen Collection & Prep (1 or more labs) $18 Optional: Lumbar X-ray 3V (physician discretion) $104 EKG/w Interpretation (physician discretion) $60 Drug Screen - Instant 5 Panel (based on position) $45 Hep B Vaccine (3 Series) per shot $133 Hep A Vaccine per shot $111 Page 2 EXHIBIT A Physical Exam - Firefighter Sharp Medical Questionnaire Form $0 Physical Exam - Basic (Vitals, Snellen, UA, Exam, Vision) $63 Respirator Questionnaire Review/Exam $20 Pulmonary Function Test $52 Audiogram $43 EKG (physician discretion regarding resting or treadmill test) Resting EKG $60 Treadmill Stress Test $260 Drug Screen - Instant 5 Panel $45 Labs: Metabolic Comprehensive Chem Panel Comprehensive $38 CBC w/Differential $25 UA with micro - urine $15 Vaccines: Hep B - Titer (if needed) $35 Hep A - Titer (if needed) $49 TB Gold (Quantiferon) $27 Specimen Collection & Prep (1 or more labs) $18 Optional: Chest X-Ray (physician discretion) $67 Lumbar X-Ray (physician discretion) $104 Respirator Mask Fit Test N/A Heb B Series per shot $133 Hep A Series per shot $111 Page 3 EXHIBIT A Physical Exam - Police Sharp Medical Questionnaire POST Forms $19 Physical Exam - Basic (Vitals, Snellen, UA, Exam, Vision) $63 Respirator Questionnaire Review/Exam $20 Pulmonary Function Test $52 Audiogram $43 EKG (physician discretion regarding resting or treadmill test) $60 Resting EKG $60 Treadmill Stress Test $260 Drug Screen - Instant 5 Panel $45 Labs: Metabolic Comprehensive Chem Panel Comprehensive $38 CBC w/Differential $25 UA with micro - urine $15 Vaccines: Hep B - Titer (if needed) $35 Hep A Titer (if needed) $49 TB Gold (Quantiferon) $27 Specimen Collection & Prep (1 or more labs) $18 Optional: Chest X-Ray 2V (physician discretion) $67 Lumbar X-Ray 3V (physician discretion) $104 Respirator Mask Fit Test N/A Hep B Vaccine (3 Series) per shot $133 Hep A Vaccine per shot $111 Page 4 CERTIFICATE OF LIABILITY PRODUCER Phone: 345-949-7966 Fax: 345-949-8068 CONTINUOUS QUALITY INSURANCE, SPC C/O GLOBAL CAPTIVE MANAGEMENT LTD. P.O. BOX 1363 BUILDING 3, 2ND FLOOR, GOVERNOR'S SQUARE 23 LIME TREE BAY AVENUE GRAND CAYMAN KY1 1108 CAYMAN ISLANDS DATE (MM/DD/YY) INSURANCE 09,28,2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY CONTINUOUS QUALITY INSURANCE SPC A For and on behalf of Segregated Portfolio A INSURED Sharp HealthCare 8695 Spectrum Center Ct. San Diego, CA 92123 COMPANY B COMPANY C COMPANY D COVERAGES 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. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE-Ob(MWDD/YY) POLICY EXPIRATION DATE-Ob(MM/DD/YY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG. $ CLAIMS MADE OCCUR. PERSONAL & ADV. INJURY $ OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT $ BODILY INJURY (Per (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE e GARAGE LIABILITY ANY AUTO AUTO ONLY — EA ACCIDENT $ OTHER THAN AUTO ONLY: Y , EACH ACCIDENT $ AGGREGATE S EXCESS LIABILITY UMBRELLA FORM OTHER THAN I IMRRFI I A FORM EACH OCCURRENCE $ AGGREGATE $ WORKER'S COMPENSATIONAND LIABILITY THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: EMPLOYER'S INCL EXCL WC STATU- OTH TORY LIMITS ER EACH ACCIDENT $ DISEASE -POLICY LIMIT $ DISEASE -EACH EMPLOYEE $ A OTHER COMMERCIAL GENERAL LIABILITY PG 2000-17 10/01/17 10/01/18 $3,000,000 AGGREGATE PER CLAIM $16,000,000 ANNUAL AGGREGATE ALL CLAIMS DESCRIPTIONS OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS Evidencing coverage is in effect for Sharp Rees-Stealy Medical Group, Inc. CERTIFICATE HOLDER TO WHOM IT MAY CONCERN CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ' /� 11 'f Continuous Quality Insurance SPC for and on behalf of Segregated Portfolio A Professional/Commercial General Liability Policy, Claims Made Policy Number: PG 2000-16 Policy Period: October 1, 2016 to October 1, 2017 ENDORSEMENT #10 ADDITIONAL NAMED INSUREDS It is agreed that: In consideration of the premium paid, the following are added as Named Insureds under the policy: Named Insureds shall include those persons or entities for which a named insured is obligated to provide general liability and commercial general liability insurance pursuant to the terms of a lease of real property. All other terms of this policy remain the same. 36 ACORLY CERTIFICATE OF LIABILITY INSURANCE L..i 12/31/2017 DATE(MMIDDIYYYY) 9/7/2017 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 have ADDITIONAL INSURED provisions or 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 Lockton Insurance Brokers, LLC License #0F15767 4275 Executive Square, Suite 600 La Jolla CA 92037 (858) 587-3100 CONTACT NAME: PH NE FAX Ext): (A/C, No): E-MAIL(o, ADDRESS: INSURERIS) AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED Sharp HealthCare 1040343 8695 Spectrum Center Blvd San Diego CA 92123 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES SHAHE01 CERTIFICATE NUMBER: 14935979 REVISION NUMBER: XXXXXXX 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 INSD SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYIIMM/DD/YYYYI POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE TO RENTED PREMISES (Ea occurrence) $ XXXXXXX CLAIMS -MADE ❑ OCCUR MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES POLICY JERCOT OTHER: PER: LOC PRODUCTS - COMP/OP AGG $ XXXXXXX $ AUTOMOBILE LIABILITY — — SCHEDULED NON-OWNED NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident: $ XXXXXXX (Per accidenDAMAGE $ XXXXXXX $ UMBRELLA LIAB EXCESS LIAB — OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DED RETENTION $ $ A AND EMPLOYERSEWORKERS L ABI Y ANY AFYIPROPRIETOR/PARTNER E ECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below y / N N N / A Y WLR C49109349 12/31/2016 12/31/2017 X STATUTE DER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of Subrogation applies per attached endorsemen (s) or policy language. CERTIFICATE HOLDER CANCELLATION See Attachments 14935979 City of National City do Risk Manager 1243 National City Boulevard 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 ACORD 25 (2016/03) © 015 ACORD P ON. All rights reserved The ACORD name and logo are registered marks of ACORD Sharp HealthCare dba: Sharp Rees-Stealy Medical Centers Sharp Memorial Hospital dba: Steven Birch Healthcare Center dba: Sharp Mary Birch Hospital for Women and Newborns dba: Sharp Mesa Vista dba: Sharp McDonald Center (formerly Sharp Vista Pacifica) dba: Sharp Memorial Outpatient Pavilion dba: Sharp Home Health Sharp Health Plan Sharp Chula Vista Medical Center Sharp Coronado Hospital and Healthcare Center Grossmont Hospital Corporation dba: Sharp Hospice (Parkview & Lakeview) Sharp HealthCare Foundation Coronado Hospital Foundation Grossmont Hospital Foundation Miscellaneous Attachment : M76787 Master ID: 1040343, Certificate ID: 14935979 Workers' Compensation and Employers' Liability Policy Named Insured SHARP HEALTHCARE 8695 SPECTRUM CENTER BLVD. SAN DIEGO CA 92123 Endorsement Number Policy Number: WLR C49109349 Policy Period Effective Date of Endorsement 12/31/2016 to 12/31/2017 12/31/2016 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. () Specific Waiver Name of person or organization: (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organizations) arising out of the operations described. 4. Minimum Premium: $0 WC 99 03 22 Attachment Code : D494122 Certificate ID : 14935979 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk SHARP REES-STEALY MEDICAL GROUP, INC. Occupational Medical Services Agreement Lilia Munoz (Human Resources) Forwarded a copy of the Agreement to SHARP Rees-Stealy Medical Group.