Resolution No. 95661
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RESOLUTION NO. 9566
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND ON -SITE HEALTH SCREENING, INC. FOR
HEALTH SCREENINGS
WHEREAS, the City of Vernon desires to retain a consultant
to perform non-invasive health screenings relating to functions of the
heart, thyroid, liver, gallbladder, kidney and spleen, as well as bone
density and metabolism, for eligible City personnel as part of its
preventative care and wellness program (collectively, the "Services");
i®•
WHEREAS, the City has utilized On -Site Health Screening,
Inc. ("On -Site") in the past to perform the Services and has
determined that On -Site possesses the technical knowledge and
expertise to furnish the Services required by the City; and
WHEREAS, the Risk Manager has recommended that On -Site be
retained to perform the Services; and
WHEREAS, on February 26, 2008, the Finance Committee Section
of the City Council recommended the retention of On -Site to perform
the Services on March 12 and March 13, 2008; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with On -Site.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
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finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with On -Site, in substantially the
same form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, -to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to:
On -Site Health Screening, Inc.
Attn.: Joel Geffen
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of March, 2008.
Name: Leonis C. Malburg
Title: Mayor 21
ATTEST:
ht'� //��
ANUELA GIRO ity Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9566, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, March 3, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GIRON, City Clerk
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EXHIBIT A
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as the original
hereof for all purposes, as of this 3Id day of March, 2008, in the City of Vernon, County
of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND
ON -SITE HEALTH SCREENING, INC.,
an independent contractor, hereinafter
referred to as the "Contractor"
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
RECITALS
WHEREAS, the City desires to provide non-invasive health screenings for
City personnel to compliment the Screening program already provided by the City as
part of its preventative care and wellness program (the "Screening Services"); and
WHEREAS, the City needs to retain the services of an independent
contractor to perform the Screening Services that are designed to detect problems
relating to heart, thyroid, liver, gallbladder, kidney and spleen functions, including bone
density and metabolism; and
WHEREAS, Contractor specializes in mobile health screenings and has
prepared a proposal dated March 2008 for the Screening Services, a copy of which is
attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Screening
Services that the City requires, as set forth in this Agreement, and is willing to do so on
the terms and conditions set forth below; and
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WHEREAS, the Contractor has provided a bid proposal that is acceptable
to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide the Screening Services on a contract basis as defined in the terms and
conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective March 1, 2008, and will continue in effect
until April 6, 2008, or until terminated as provided in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "City Personnel" shall mean those employees that work for the City that
are eligible to receive Screening Services.
D. "Contractor" shall mean On -Site Health Screening, Inc. and where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
E. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
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F. "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for laboratory, materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
G. "Councilmen" shall mean all City Councilmen and their spouses that are
eligible to receive any and all Screening Services.
H. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
"Management Personnel" or "Executive Personnel" shall mean those City
Department Heads, Managers and Supervisors that the City has
designated eligible to receive any and all Screening Services.
J. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
K. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
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4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor from a third party who is lawfully in possession of
such information and not subject to a contractual or fiduciary
relationship to City with respect to said information and who does
not require Contractor to agree to refrain from disclosing such
information to others.
5. For information which is required to be disclosed as a result of any
court order or subpoena, the Consultant shall immediately notify the
City of any such required disclosure, shall cooperate with legal
counsel in the appeal or challenge of any such order or subpoena,
and shall only disclose Confidential Information to the extent
required in the order or subpoena.
L. "Screening" shall mean the following twelve health screenings: Carotid,
Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, Spleen, Peripheral
Arteries, Bone Density, CV Profilor (counts as two screenings for
employees), Echocardiogram and Metabolism.
M. "Subcontractor" shall mean NBC Consulting, Inc., dba Pacific Wellness
and any first or lower -tier subcontractor and its employees,
representatives, agents, subcontractors or other personnel who have been
approved in the manner required by this Agreement.
N. "Work" shall mean the work performed by Contractor and required to be
performed from time to time by City under this Agreement.
SECTION 3. SCREENING SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Screening Services shall include, but will not be limited to,
performing the following on -site Screenings: Carotid, Thyroid, Liver, Gallbladder,
Kidney and Spleen Functions, Abdominal Aorta, Peripheral Arteries, bone
density, CV Profiler, Echocardiogram and Metabolism (collectively, the
"Screenings"). City Personnel may choose any two of the following Screenings:
Carotid, Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, and Spleen as
well as Peripheral Arteries and Bone Density screening for a total of four
screenings. Approximately 48 of non -Management Personnel are eligible to
participate in the CV Profilor screening. Councilmen and Management
Personnel may choose any and all Screenings, including the Cardiovascular
Profiling, Echocardiogram and Metabolism screenings.
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3.02. Contractor shall be responsible for providing all the necessary reports pursuant
to this Agreement.
Change of Services
3.03. City may at any time, by written change order executed by the Risk Manager,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. City may make "Changes" by increasing, reducingor deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit B attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Screening Services shall commence on March 12, 2008 and shall
end on April 6, 2008, unless this Agreement is otherwise terminated according to
Section 6 of this Agreement or extended according to the conditions and terms
set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Screening Services under this Agreement only after
notification by the City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Screening Services.
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Screening
Services and methods by which the Screening Services are accomplished, it
being understood that City is interested only in the results to be obtained by
Contractor.
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3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Screening Services under this Agreement. Contractor agrees to
indemnify City for any claims, costs, losses, fees, penalties, interest, or damages
suffered by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Screening
Services performed hereunder for federal or state tax purposes. Contractor shall
be responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Screening Services to be performed by Contractor,
described in Section 3 of this Agreement, City agrees to pay Contractor on a
lump sum basis according to the Proposal set forth in Exhibit A, a sum of Seven
Thousand Three Hundred Ten Dollars and No Cents ($7,310.00) for Carotid,
Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, Spleen, Peripheral
Arteries and Bone Density screening for City Personnel, Management Personnel
and Councilmen; Two Thousand Three Hundred Seventy -Six Dollars and No
Cents ($2,376.00) for CV Profilor screening for 48 City Personnel on a first come,
first serve basis; and Nine Thousand Five Hundred Three Dollars and No Cents
($9,503.00) for CV Profilor, Metabolism and Echocardiogram screenings for
Management Personnel and Councilmen, for a total sum not to exceed Nineteen
Thousand One Hundred Eighty -Nine Dollars and No Cents ($19,189.00) plus any
applicable taxes (the "Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Screening Services and any and all of
Contractor's obligations hereunder, regardless of difficulty, unforeseen
circumstances, hours worked or equipment, materials or personnel required.
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The Contract Price includes, without limitation, any and all compensation for
laboratory costs, doctors fees, applicable taxes, customs duties, fees, overhead,
profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth
above is not subject to escalation for any reason except as expressly set forth in
this Agreement. No adjustments in compensation shall be made as a result of
changes in the value of any currency. The Contract Price shall only be adjusted
by formal, written Change Order or amendment to this Agreement.
Payment of Compensation
4.03. For Screening Services rendered under Section 3 of this Agreement, City agrees
to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on
completion of Work and within thirty (30) days of acceptance and approval of an
invoice prepared in accordance with City requirements. Such invoice shall
include, but not be limited to, the identification of how many individuals received
the three or six Screenings and their corresponding billable rate as reflected on
the attached Proposal.
4.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor, except for those expenses identified in the Proposal. Expenses may
only be billed if advance written approval has been obtained from the Risk
Manager.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. Compensation
adjustments in each such change order shall be established by one or more of
the following bases, as determined by City: (a) a lump sum price to be negotiated
between the parties; or (b) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement for all Work
performed. Substandard Work, as determined solely by the City, shall be redone
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at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting Screening Services including, but not limited to,
manuals, documents and/or computer software, shall become the property of the
City and shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
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B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all
owned, non -owned or hired vehicles with a minimum combined single limit
of $1,000,000 per occurrence for bodily injury and property damage.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
5.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Screening Services rendered, Contractor's
protective coverage is required. Contractor may include all subcontractors as
insureds under its own policy or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
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the local conditions under which it is to be done. Contractor also represents that
it is experienced in performing and competent and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Screening Services under this Agreement in a competent,
professional manner, without the advice or direction of City. This means
Contractor is able to fulfill the requirements of this Agreement. Failure to perform
all the Screening Services required under this Agreement constitutes a material
breach of the Agreement. Contractor has complete and sole discretion for the
manner in which the Work under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Screening Services to be
performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
City shall indemnify, defend, protect and hold Contractor and its officers, agents
and employees, free and harmless from and against claims, demands, losses,
damages, liabilities, fines, charges, penalties, orders, judgments and all costs
and expenses incurred in connection therewith, including reasonable attorney's
fees and costs of defense arising out of the City's negligent performance of
obligations under this Agreement.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
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5.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor agrees that all Screening Services provided will be conducted by the
principal and competent staff members, if any, under the supervision of the
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principal, and that Screening Services will be performed and rendered diligently.
Contractor represents that it has, or shall secure, at its own expense, all
personnel required to perform Contractor's Screening Services under this
Agreement, but at all times shall be responsible for the Screening Services of
such personnel. Contractor may not employ any subcontractor without the prior
written approval of the City.
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
5.21. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.22. Except as expressly permitted by prior written consent of the City, Contractor
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Contractor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
5.23. All reports, data, studies, documents and other writings prepared by and for
Contractor, its officers, employees, agents and subcontractors in the course of
implementing this Agreement, with the exception of working notes, internal
documents and Confidential Information provided by businesses located in City,
shall be considered the property of City. Contractor shall deliver such documents
and materials to the City as they are generated; however, Contractor may take
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and retain copies of said documents and materials that are not Confidential
Information, as desired.
5.24. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Screening Services pursuant to this
Agreement are confidential until released by the City to the public and Contractor
agrees that such documents shall not be available to any individual or
organization without the written consent of the City prior to such release.
5.25. No reports or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.26. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.27. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
5.28. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.26 and 5.28 of
the Agreement.
Progress Reports
5.29. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Screening Services being
performed by Contractor under this Agreement.
Contractor's License Classification
5.30 Contractor shall possess all appropriate licenses for the duration of this
Agreement.
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SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will end
on April 6, 2008, unless otherwise extended according to the terms and
conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Screening Services
performed prior to the date of delivery of the termination notice, plus
compensation for (i) necessary Work performed during the notice period and
authorized in the termination notice, and (ii) all costs reasonably and necessarily
,incurred by Contractor directly attributable to termination which could not
reasonably have been avoided and for which Contractor is not otherwise
compensated that are incurred through the date of termination and effectuating
the termination ("Termination Expenses"). Termination Expenses shall not
include lost profits, lost opportunities, consequential damages, or the like. In no
event shall total payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Page 14 of 19
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Screening Services specified in Section 3
of this Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3rd) day after mailing, whichever occurs first.
Contractor — On -Site Health
Screening, Inc.
Attn: Joel Geffen, President
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
Fax: 310-379-0991
Telephone: 310-40670608
///
City - City of Vernon
Attn: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Fax:
Telephone
15 of 19
323-826-1439
323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Screening Services by
Contractor for City and contains all of the representations, covenants, and
agreements between the parties with respect to the subject matter of this
Agreement and the rendering of those Screening Services. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not contained in this Agreement, and that no
other agreement, statement, or promise not contained in this Agreement or a
subsequent amendment or change order shall be valid or binding. No
amendment or change in the provisions of this Agreement shall be made, except
in a formal written amendment signed by Contractor and an authorized
representative of the City, or in a written change order. Contractor expressly
waives all claims for compensation based upon quantum merit, implied contract
or oral contract. Each party represents and warrants that it has read and fully
familiarized itself with this Agreement, and that such party has been fully
authorized to sign this Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
Page 16 of 19
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
17 of 19
The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all
reasonable dispatch.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
Page 18 of 19
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate Screening Services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City: City of Vernon
Name:
Title: Mayor / Mayor Pro-Tem
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Contractor: On -Site Health Screening, Inc.
Name: Joel Geffen
Title: President
Date:
Name: Susan Geffen
Title: Chief Financial Officer
Date:
19 of 19
OwSite
aedah sa,"niog, I=
Proposal
Non-invasive Health Screenings for
City of Vernon employees
March 2008
On -Site Health Screening would like to provide a series of non-invasive health screenings
to the City of Vernon employees.
We are offering twelve screenings:
1. Carotid
2. Thyroid
3. Liver
4. Gallbladder
5. Abdominal Aorta
6. Kidneys
7. Spleen
8. Peripheral Arteries
9. Bone Density
10. CVProfilor (counts as two screenings for employees)
11. Echocardiogram (executives only)
12. Metabolism (executives only)
For screenings 1 - 9, the cost will remain as it was previously, $7,310, for two
days of these screenings. This is a fifty percent discount based on the acceptance
of the rest of this proposal (which is what was accepted and performed last year).
Also, as in previous years, to accommodate as many employees as possible, we
recommend that you limit the number of ultrasound screenings (1 thru 7) to two
per employee, as you did last year, however each employee can also participate in
screenings 8 and 9, for a total of four screenings per employee if they wish.
(Screening #10 should count as two screenings for employees)
Screening #10 Cardiovascular Profiling
Special Note: This is an excellent tool for motivating individuals to make healthy
lifestyle improvements (quitting smoking; lose weight; exercise; etc.) because it
shows what their score should be for their age, and often an individual sees that
their score is that of a much older person due to their lifestyle choices.
For participants that had this screening last year, they can compare their previous
year's results to see if their arteries have improved or declined over the past year.
As discussed when they originally took this screening, they could improve their
scores by making the right choices about nutrition, not smoking (if they are a
smoker) and exercise. Approximately 48 of the non -management employees
could participate in the Cardiovascular Profiling screening_
Cost of Cardiovascular Profiling:
A) For the Management Only Day- On -Site Health Screening currently
charges $99 per person. Six screenings per hour, 48 for a full day would
come to $4,752.
Less 20% discount for package pricing = $3,801.60
B) For Employees Day- To make it cost effective for approximately 48 of
your employees to participate in this important screening, On -Site Health
Screening would be willing to offer a 50% discount on a second day of
Cardiovascular Profiling. $4,752 less 50% _ $2,376.00
Screening # 11 Echocardiogram- It's purpose is to inform individuals about
how well their heart chambers fill with blood and pump it to the rest of the body.
This screening requires the removal of the clothes above the waist, to be covered
by an above the waist gown. We have screens for privacy.
For a full day of echocardiograms, the cost is $4,768, less 20% _ $3,814
Screening # 12 Metabolism — It's purpose is to provide individuals with the
number of calories their bodies burn each day so they can manage their weight.
This medical test requires about twelve minutes of breathing into a sterile tube. A
report is generated afterwards showing how long it will take for the individual to
achieve a specific weight goal.
For a full day of metabolism assessments, the cost is $2,340, less 20% _ $1,888
Fee Summary
Tests 1- 9 for Employees and Executives
CVProfilor for Executives
CVProfilor for Employee Day
Metabolism for Executives
Echocardiogram for Executives
$7,310*
$4,752 (less 20%) =
$3,801
$4,752 (less 50%) =
$2,376
$2,360 (less 20%) T
$1,888
$4,768 (less 20%)
$3,814
Total
$19,189
*This is a 50% discount based on the above proposal being accepted.
We are very excited about working with the City of Vernon employees for our eighth
year of providing these important wellness screenings. Please let me know if you have
any questions.
Sincererly,
Joel Geffen
1732 Aviation Blvd, Suite 228, Redondo Beach, CA 90278 (310) 406-0608
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Contractor (On -Site Health Screening, Inc.) City (City of Vernon, California)
By By
Date Date
Ob. M
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number:
Date:
Specific Instructions to Contractor:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor Representative
Date
Date
C
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 24, 2008
On -Site Health Screening, Inc.
Attn: Mr. Joel Geffen, President
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
Re: Agreement for Health Screening Services
Dear Mr. Geffen:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement as referenced above, approved by City Council
on March 3, 2008.
If you have any questions regarding this matter, please call Mr.
Willard Yamaguchi, at (323) 583-8811 ext. 175.
Very truly yours,
Nel -y Gi
City Clerk
NG:dr
c: Willard Yamaguchi
Resolution No. 9566
Agreement No. 08-028
E vclusively Industrial
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as the original
hereof for all purposes, as of this 3Id day of March, 2008, in the City of Vernon, County
of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND
ON -SITE HEALTH SCREENING, INC.,
an independent contractor, hereinafter
referred to as the "Contractor"
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
RECITALS
WHEREAS, the City desires to provide non-invasive health screenings for
City personnel to compliment the Screening program already provided by the City as
part of its preventative care and wellness program (the "Screening Services"); and
WHEREAS, the City needs to retain the services of an independent
contractor to perform the Screening Services that are designed to detect problems
relating to heart, thyroid, liver, gallbladder, kidney and spleen functions, including bone
density and metabolism; and
WHEREAS, Contractor specializes in mobile health screenings and has
prepared a proposal dated March 2008 for the Screening Services, a copy of which is
attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Screening
Services that the City requires, as set forth in this Agreement, and is willing to do so on
the terms and conditions set forth below; and
Page 1 of 19
WHEREAS, the Contractor has provided a bid proposal that is acceptable
to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide the Screening Services on a contract basis as defined in the terms and
conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective March 1, 2008, and will continue in effect
until April 6, 2008, or until terminated as provided in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "City Personnel" shall mean those employees that work for the City that
are eligible to receive Screening Services.
D. "Contractor" shall mean On -Site Health Screening, Inc. and where
applicable,,its affiliated companies, and its officers, directors, employees,
representatives and agents.
E. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
Page 2 of 19
F. "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
coverall costs whether for laboratory, materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
G. "Councilmen" shall mean all City Councilmen and their spouses that are
eligible to receive any and all Screening Services.
H. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
"Management Personnel" or "Executive Personnel" shall mean those City
Department Heads, Managers and Supervisors that the City has
designated eligible to receive any and all Screening Services.
J. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
K. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
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4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor from a third party who is lawfully in possession of
such information and not subject to a contractual or fiduciary
relationship to City with respect to said information and who does
not require Contractor to agree to refrain from disclosing such
information to others.
5. For information which is required to be disclosed as a result of any
court order or subpoena, the Consultant shall immediately notify the
City of any such required disclosure, shall cooperate with legal
counsel in the appeal or challenge of any such order or subpoena_,
and shall only disclose Confidential Information to the extent
required in the order or subpoena.
L. "Screening" shall mean the following twelve health screenings: Carotid,
Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, Spleen, Peripheral
Arteries, Bone Density, CV Profilor (counts as two screenings for
employees), Echocardiogram and Metabolism.
M. "Subcontractor" shall mean NBC Consulting, Inc., dba Pacific Wellness
and any first or lower -tier subcontractor and its employees,
representatives, agents, subcontractors or other personnel who have been
approved in the manner required by this Agreement.
N. "Work" shall mean the work performed by Contractor and required to be
performed from time to time by City under this Agreement.
SECTION 3. SCREENING SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Screening Services shall include, but will not be limited to,
performing the following on -site Screenings: Carotid, Thyroid, Liver, Gallbladder,
Kidney and Spleen Functions, Abdominal Aorta, Peripheral Arteries, bone
density, CV Profiler, Echocardiogram and Metabolism (collectively, the
"Screenings"). City Personnel may choose any two of the following Screenings:
Carotid, Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, and Spleen as
well as Peripheral Arteries and Bone Density screening for a total of four
screenings. Approximately 48 of non -Management Personnel are eligible to
participate in the CV Profilor screening. Councilmen and Management
Personnel may choose any and all Screenings, including the Cardiovascular
Profiling, Echocardiogram and Metabolism screenings.
Page 4 of 19
3.02. Contractor shall be responsible for providing all the necessary reports pursuant
to this Agreement.
Change of Services
3.03. City may at any time, by written change order executed by the Risk Manager,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit B attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Screening Services shall commence on March 12, 2008 and shall
end on April 6, 2008, unless this Agreement is otherwise terminated according to
Section 6 of this Agreement or extended according to the conditions and terms
set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Screening Services under this Agreement only after
notification by the City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Screening Services.
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Screening
Services and methods by which the Screening Services are accomplished, it
being understood that City is interested only in the results to be obtained by
Contractor.
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3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Screening Services under this Agreement. Contractor agrees to
indemnify City for any claims, costs, losses, fees, penalties, interest, or damages
suffered by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Screening
Services performed hereunder for federal or state tax purposes. Contractor shall
be responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Screening Services to be performed by Contractor,
described in Section 3 of this Agreement, City agrees to pay Contractor on a
lump sum basis according to the Proposal set forth in Exhibit A, a sum of Seven
Thousand Three Hundred Ten Dollars and No Cents ($7,310.00) for Carotid,
Thyroid, Liver, Gallbladder, Abdominal Aorta, Kidneys, Spleen, Peripheral
Arteries and Bone Density screening for City Personnel, Management Personnel
and Councilmen; Two Thousand Three Hundred Seventy -Six Dollars and No
Cents ($2,376.00) for CV Profilor screening for 48 City Personnel on a first come,
first serve basis; and Nine Thousand Five Hundred Three Dollars and No Cents
($9,503.00) for CV Profilor, Metabolism and Echocardiogram screenings for
Management Personnel and Councilmen, for a total sum not to exceed Nineteen
Thousand One Hundred Eighty -Nine Dollars and No Cents ($19,189.00) plus any
applicable taxes (the "Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Screening Services and any and all of
Contractor's obligations hereunder, regardless of difficulty, unforeseen
circumstances, hours worked or equipment, materials or personnel required.
Page 6 of 19
The Contract Price includes, without limitation, any and all compensation for
laboratory costs, doctors fees, applicable taxes, customs duties, fees, overhead,
profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth
above is not subject to escalation for any reason except as expressly set forth in
this Agreement. No adjustments in compensation shall be made as a result of
changes in the value of any currency. The Contract Price shall only be adjusted
by formal, written Change Order or amendment to this Agreement.
Payment of Compensation
4.03. For Screening Services rendered under Section 3 of this Agreement, City agrees
to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on
completion of Work and within thirty (30) days of acceptance and approval of an
invoice prepared in accordance with City requirements. Such invoice shall
include, but not be limited to, the identification of how many individuals received
the three or six Screenings and their corresponding billable rate as reflected on
the attached Proposal.
4.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor, except for those expenses identified in the Proposal. Expenses may
only be billed if advance written approval has been obtained from the Risk
Manager.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. Compensation
adjustments in each such change order shall be established by one or more of
the following bases, as determined by City: (a) a lump sum price to be negotiated
between the parties; or (b) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement for all Work
performed. Substandard Work, as determined solely by the City, shall be redone
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at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting Screening Services including, but not limited to,
manuals, documents and/or computer software, shall become the property of the
City and shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
Page 8 of 19
B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all
owned, non -owned or hired vehicles with a minimum combined single limit
of $1,000,000 per occurrence for bodily injury and property damage.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
5.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Screening Services rendered, Contractor's
protective coverage is required. Contractor may include all subcontractors as
insureds under its own policy or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless. City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
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the local conditions under which it is to be done. Contractor also represents that
it is experienced in performing and competent and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Screening Services under this Agreement in a competent,
professional manner, without the advice or direction of City. This means
Contractor is able to fulfill the requirements of this Agreement. Failure to perform
all the Screening Services required under this Agreement constitutes a material
breach of the Agreement. Contractor has complete and sole discretion for the
manner in which the Work under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Screening Services to be
performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
City shall indemnify, defend, protect and hold Contractor and its officers, agents
and employees, free and harmless from and against claims, demands, losses,
damages, liabilities, fines, charges, penalties, orders, judgments and all costs
and expenses incurred in connection therewith, including reasonable attorney's
fees and costs of defense arising out of the City's negligent performance of
obligations under this Agreement.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
Page 10 of 19
5.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor agrees that all Screening Services provided will be conducted by the
principal and competent staff members, if any, under the supervision of the
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principal, and that Screening Services will be performed and rendered diligently.
Contractor represents that it has, or shall secure, at its own expense, all
personnel required to perform Contractor's Screening Services under this
Agreement, but at all times shall be responsible for the Screening Services of
such personnel. Contractor may not employ any subcontractor without the prior
written approval of the City.
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other. third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
5.21. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.22. Except as expressly permitted by prior written consent of the City, Contractor
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Contractor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
5.23. All reports, data, studies, documents and other writings prepared by and for
Contractor, its officers, employees, agents and subcontractors in the course of
implementing this Agreement, with the exception of working notes, internal
documents and Confidential Information provided by businesses located in City,
shall be considered the property of City. Contractor shall deliver such documents
and materials to the City as they are generated; however, Contractor may take
Page 12 of 19
and retain copies of said documents and materials that are not Confidential
Information, as desired.
5.24. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Screening Services pursuant to this
Agreement are confidential until released by the City to the public and Contractor
agrees that such documents shall not be available to any individual or
organization without the written consent of the City prior to such release.
5.25. No reports or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.26. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.27. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
5.28. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.26 and 5.28 of
the Agreement.
Progress Reports
5.29. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Screening Services being
performed by Contractor under this Agreement.
Contractor's License Classification
5.30 Contractor shall possess all appropriate licenses for the duration of this
Agreement.
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SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will end
on April 6, 2008, unless otherwise extended according to the terms and
conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Screening Services
performed prior to the date of delivery of the termination notice, plus
compensation for (i) necessary Work performed during the notice period and
authorized in the termination notice, and (ii) all costs reasonably and necessarily
incurred by Contractor directly attributable to termination which could not
reasonably have been avoided and for which Contractor is not otherwise
compensated that are incurred through the date of termination and effectuating
the termination ("Termination Expenses") Termination Expenses shall not
include lost profits, lost opportunities, consequential damages, or the like. In no
event shall total payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Page 14 of 19
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Screening Services specified in Section 3
of this Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3rd) day after mailing, whichever occurs first.
Contractor — On -Site Health
Screening, Inc.
Attn: Joel Geffen, President
1732 Aviation Blvd., Suite 228
Redondo Beach, CA 90278
Fax: 310-379-0991
Telephone: 310-406-0608
City - City of Vernon
Attn: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 323-826-1439
Telephone: 323-583-8811 ext 260
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Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Screening Services by
Contractor for City and contains all of the representations, covenants, and
agreements between the parties with respect to the subject matter of this
Agreement and the rendering of those Screening Services. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not contained in this Agreement, and that no
other agreement, statement, or promise not contained in this Agreement or a
subsequent amendment or change order shall be valid or binding. No
amendment or change in the provisions of this Agreement shall be made, except
in a formal written amendment signed by Contractor and an authorized
representative of the City, or in a written change order. Contractor expressly
waives all claims for compensation based upon quantum merit, implied contract
or oral contract. Each party represents and warrants that it has read and fully
familiarized itself with this Agreement, and that such party has been fully
authorized to sign this Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
Page 16 of 19
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
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The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all
reasonable dispatch.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
Page 18 of 19
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate Screening Services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City: City of Vernon
Name: Leonis C. Malburg
Title: Mayor-�� �'""'ter DrrTom
Date:
A TEST:
Manuela Giron, City Clerk
AS TO FORM:
, City Attorney
Contractor: On -Site Health Screening, Inc.
Name:
Joel Geffen
Title:
President
Date:
Id
Name:
Susan Geffen
Title:
Chief Financial Officer
Date:
19 of 19
EXHIBIT A
Proposal
Non-invasive Health Screenings for
City of Vernon employees
March 2008
On -Site Health Screening would like to provide a series of non-invasive health screenings
to the City of Vernon employees.
We are offering twelve screenings:
1. Carotid
2. Thyroid
3. Liver
4. Gallbladder
5. Abdominal Aorta
6. Kidneys
7. Spleen
8. Peripheral Arteries
9. Bone Density
10. CVProfilor (counts as two screenings for employees)
11. Echocardiogram (executives only)
12. Metabolism (executives only)
For screenings 1 - 9, the cost will remain as it was previously, $7,310, for two
days of thesescreenings. This is a fifty percent discount based on the acceptance
of the rest of this proposal (which is what was accepted and performed last year).
Also, as in previous years, to accommodate as many employees as possible, we
recommend that you limit the number of ultrasound screenings (1 thm 7) to two
per employee, as you did last year, however each employee can also participate in
screenings 8 and 9, for a total of four screenings per employee if they wish.
(Screening #10 should count as two screenings for employees)
Screening #10 Cardiovascular Profiling
Special Note: This is an excellent tool for motivating individuals to make healthy
lifestyle improvements (quitting smoking; lose weight; exercise; etc.) because it
shows what their score should be for their age, and often an individual sees that
their score is that of a much older person due to their lifestyle choices.
For participants that had this screening last year, they can compare their previous
year's results to see if their arteries have improved or declined over the past year.
As discussed when they originally took this screening, they could improve their
scores by making the right choices about nutrition, not smoking (if they are a
smoker) and exercise. Approximately 48 of the non -management employees
could participate in the Cardiovascular Profiling screening_
Cost of Cardiovascular Profiling:
A) For the Management Only Day- On -Site Health Screening currently
charges $99 per person. Six screenings per hour, 48 for a full day would
come to $4,752.
Less 20% discount for package pricing = $3,801.60
B) For Employees Day- To make it cost effective for approximately 48 of
your employees to participate in this important screening, On -Site Health
Screening would be willing to offer a 50% discount on a second day of
Cardiovascular Profiling. $4,752 less 50% _ $2,376.00
Screening # 11 Echocardiogram- It's purpose is to inform individuals about
how well their heart chambers fill with blood and pump it to the rest of the body.
This screening requires the removal of the clothes above the waist, to be covered
by an above the waist gown. We have screens for privacy.
For a full day of echocardiograms, the cost is $4,768, less 20% _ $3,814
Screening # 12 Metabolism — It's purpose is to provide individuals with the
number of calories their bodies burn each day so they can manage their weight.
This medical test requires about twelve minutes of breathing into a sterile tube. A
report is generated afterwards showing how long it will take for the individual to
achieve a specific weight goal.
For a full day of metabolism assessments, the cost is $2,340, less 20% _ $1,888
Fee Summary
Tests 1- 9 for Employees and Executives
$7,310*
CVProfilor for Executives
$4,752 (less 20%) =
$3,801
CVProfilor for Employee Day
$4,752 (less 50%) =
$2,376
Metabolism for Executives
$2,360 (less 20%) _
$1,888
Echocardiogram for Executives
$4,768 (less 20%) _
$3,814
Total
$19,189
*This is a 50% discount based on the above proposal
being accepted.
We are very excited about working with the City of Vernon employees for our eighth
year of providing these important wellness screenings. Please let me know if you have
any questions.
Sincererly,
Joel Geffen
1732 Aviation Blvd, Suite 228, Redondo Beach, CA 90278 (310) 406-0608
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Contractor (On -Site Health Screening, Inc.) City (City of Vernon, California)
By By
Date _ Date
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number:
Date:
Specific Instructions to Contractor:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor Representative
Date
Date
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