AGR-6827.A - WILLIAM H NUESSE MD AND MARY ANN NUESSE DO - DBA SUNRISE MULTISPECIALIST MEDICAL CENTER - PRE-EMPLOYMENT PHYSICAL SERVICES 03_01_2020 THRU 09_01_2020A b$a°?oP-
PROFE5SIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is inade at
Orange,California,on the day of (ctrc'. 2020,by and between the CITY
OF ORANGE, a municipal corporation("City")and WILLIAM H.NUESSE,M.D.AND MARY
ANN NiJESSE, D.O., _A MEDICAL CORPORATION, doing business as SUNRISE
MULTISPECIALIST MEDICAL CBNTER("Contractor"),who agree as follows:
1. Services. Subject to the terms and conditions set forth in the Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A",
which is attached hereto and incorporated herein by this reference. As a material inducement to
City to enter into this Agreement, Contractor represents and warrants that it has thoroughly
investigated and considered the scope of services and fully understands the difficulties and
restrictions in performing the work. Contractor shall perform all services in a manner reasonably
satisfactory to City and in a manner in conformance with the standards of quality normally
observed by an entity provided such services to a municipal agency. All services provided shall
conform to all federal, state and local laws, rules and regulations and to the best professional
standards and practices. The terms and.conditions set forth in this Agreement shall control over
any terms and conditions in Exhibit "A"to the contrary.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed THIRTY THOUSAND DOLLARS and 00/100($30,000.00)without
the prior written authorization of the City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses, and authorized extra work actually
performed or incurred. Each such invoice shall state the basis for the amount invoiced, including
services completed, the number of hours spent, and any extra work performed. City will pay
Contractor the amount invoiced within forty-five (45) days of the invoice. Payment of such
invoices shall be payment in full for all services, authorized costs and authorized extra work
covered by that invoice.
4. Term. This Agreement shall be in full force and effect from March 1,202Q through
September 1,2020,unless otherwise terminated in accordance with Section 20 of this Agreement.
5. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Contractor.
6. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
7. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent Contractor and shall not be an employee of City. City shall
have the right to control Contractor only insofar as the result of Contractor's services rendered
pursuant to this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense,furnish all facilities,materials and equipment that may be required for furnishing services
pursuant to this Agreement.
8. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
9. Desi nated Persons. Only those persons designated in Exhibit "A", if any, shall
perform work provided for under this Agreement. It is understood by the parties that clerical and
other nonprofessional work may be performed by other employees of Contractor.
10. Time of Completion. Contractor agrees to commence the work provided for in
this Agreement as required by the City and diligently prosecute completion of the work.
11. Time Is of the Essence. Time is of the essence of this Agreement. Contractor
shall do all things necessary and incidental to the prosecution of Contractor's work to facilitate the
efficient completion of the entire work within the time set forth herein.
12. Reserved.
13. Products of Contractor. The documents, materials, records and other products
produced by Contractor for this Agreement shall become the property of City upon payment by
City for the work involved in their production. Contractor shall deliver all such products to City
prior to payment for same. City may use, reuse or otherwise utilize such products without
restriction.
14. Equal Emnlovment Opportunitv. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex,national origin, mental or.physical disability, or
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any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex,national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recntitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
15. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a Contractor to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
16. Assignment. No assignment by Contractor of any part of this Agreement or of
funds to be received under this Agreement shall be of any force or effect unless the assignment
has had the prior written approval of City. City may terminate this Agreement rather than accept
any proposed assignment.
17. Indemnitv. Contractor agrees to hold City, its officers, agents and employees
harmless from any and all claims,liabilities or losses for personal injury,death or property damage
arising out of or in connection with work undertaken pursuant to this Agreement to the extent any
such claim is caused by or results from any negligent acts or omissions, or intentional misconduct
of Contractor, its employees or its agents. Further, Contractor agrees to provide City, its officers,
agents and employees, at Contractor's sole expense,with the defense of any and all such actions,
suits or other legal proceedings brought against City,its officers,agents and employees arising out
of or in connection with the work undertaken pursuant to this Agreement. Contractor shall not be
liable for the indemnification and defense of City on claims or litigation arising out of the sole
negligence or sole willful misconduct of City. The indemnitees set forth in this section shall
survive any closing,rescission,or termination of this Agreement,and shall continue to be binding
and in full force and.effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
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is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of(1) One Million Dollars ($1,000,000) per occurrence or $500,000 per
occurrence with$1 million aggregate separate for this Agreement;or(2)all the insurance coverage
andJor limits carried by or available to Contractor. Said insurance shall cover bodily injury, death
and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000)per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
e. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
f.The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
g. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and/or endorsements, as required by City,
evidencing the foregoing insurance coverage on forms acceptable to City,which shall provide that
the insurance in force will not be canceled, modified or allowed to lapse without thirty(30) days
prior written notice to City.
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h. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Reserved.
20. Termination. Either party reserves the right to terminate this Agreement with or
without cause at any time by giving five (5) days written notice of termination. Contractor shall
immediately cease all work under this Agreement upon receipt of a written notice to terminate,
unless such notice provides otherwise. Should City terminate this Agreement, City shall pay
Contractor for services satisfactorily provided and all allowable reimbursements incurred to the
date of termination in compliance with this Agreement. City shall not be liable for any claim of
lost profits.
21. Audit of Records. In accordance with generally accepted accounting principles,
Contractor shall maintain reasonably full and complete records of the cost of and completion of
services performed under this Agreement. During the term of this Agreement and for a period of
two years after termination of this Agreement, City shall have the right to inspect and/or audit
Contractor's records pertaining to this Agreement and the services to be performed thereunder at
Contractor's office location. Contractor agrees to make available all pertinent records for the
purpose of such inspection or audit at its offices during normal business hours and upon three days
notice from City.
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22. Comnliance with all Laws. Contractor shall be knowledgeable of and comply
with all applicable local,state and federal laws that may impact its perfortnance of this Agreement.
23. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction
of California courts.
24. Inte ration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless such agreement is in writing and signed by both parties. Any work
performed that is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
25. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally or by first class mail, postage prepaid, to
each party at the address listed below:
CONTRACTOR" CITY"
William H. Nuesse,M.D. and City of Orange
Mary Ann Nuesse,D.O., a Medical Corporation, 300 E. Chapman Avenue
dba Sunrise Multispecialist Medical Center Orange, CA 92866-1591
867 S. Tustin Street
Orange, CA 92866 Attn: Administrative Fire Captain
Attn: Ashley Duran
26. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
WILLIAM H.NUESSE,M.D. AND CITY OF ORANGE, a municipal corporation
MARY ANN NUESSE, D.O.,A MEDICAL
CORPORATION, dba SUNRISE
MULTISPE IAL MEDICAL CENTER
By:
M rk A. Murphy,Mayor
By:
Printed e:William H. Nuesse, M.D.
Title: Medical Director
ATTEST:
By:
Printed Nam :Mary Ann Nuesse,D.O.
Title: Secretary
Pamela Coleman, City Clerk
APROVED AS TO FORM:
ary E. B ing
Senior As istant City Attorne
NOTE:If CONTRACTOR is a corporation, the City requires the following signature(s):
1) the Chairman of the Board, the President or a Vice President,AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer If only one corpoYate officer exists or one corporate
officer holds more than one corporate office,please so indicate. OR
The corporate officer named in a coYporate resolution as authorized to enteY into
this Ag eement. A copy of the corporate resolution, ceYtified by the SecYetary
close in time to the execution of the Agreement,must be provided to the City.
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EXHIBIT "A"
SCOPE OF SERVICES AND FEES
Beneath this sheet.]
Date O1/16/20 Sun se MedicalCenter Page 1
Company: City Of Orange-HR Department
230 E.Chapman
Orange,CA 92866
Protocol: PROGRAM 7&8
Employer 1012 1012-Hx Review Medical/Social/Occupation 35.00
Employer 1285 1285-tal Signs Inc.Physicat Exam 35.00
Employer 1207 1207-Coronary Risk Assesment 25.00
Emplayer 1043 1043 PFT W/Report 35.00
Employer 1086 1086-Chest XRay(2 Vlew) 30.00
Patient 3024 1024-Audiogram With Report 35.00
Employer DRE DRE Exam(Age>40yrs)Optional Per HR 25.00
Employer 93015 OXStressTest Treadmill Stress Test 285.00
Results To All 3 Emafis Phone: Ext.
Fax:
Email: Teresa,Shelby,and Sara
Shelby Alley Phone: Ext.
HR Department Fax:
Email: SALLEY@CINOFORANGE.ORG
Teresa Chavez Phone: Ext.
HR Department Fax:
Email: tchavez@cityoforange.org
s
Bill To Name: City Of Orange-HR Department
Address: EMAIL ONLY TO:
SARA AND AP
Telephone:
Fax:
Contact: Sara Haedtler
Email: Shaedtler@cityofarange.org
1+s Y, _ >-" ... ....__._, o
Date 01/16/20 Sunrise Medtcal Center Page 2
Company: City Of Orange-HR Department
230 E.Chapman
Orange,CA 92866
Protocol: PROGRAM 7&8
Use Form: Report Results To: SEAL IN ENVELOPE
Other:
Address:To Drop OffTo HR
Copied Of EVERYTHING
Phone:
Fax:
Email: HR EMAIL:PFT and Auido ONLY
Spettal Instrudions:
Fast Track the patients!
Fire Captatn Matt Nelson to schedule appts with Ashley and/or Candice for
these exams, 4-5 Fire Fighters will arrive on each truck,Aniticipate 130 to be
completed, Stress Treadmilisscheduled on Thursday 2-3 per day
Thursday avail 01/23,02/06,02/20,03/OS,03/19,04/02,04/09,04/23)
RESULTS: copies of EVERYTHING must be placed in a sealed envelope with
the employees name on it.
Drop off envelope to HR, unless notified otherwise.
Send a copy of the PFT and Audiogram to Sara
Back Office- Perform EVERY Singte requested service BEFORE sending Dr.
Grubbs in to see patient!
Proeram Number 7 and 8
1012 -History,Review of Medical/Social/Occupational
1285 -Vital Signs(blood pressure,respirations,pulse,temperature)
1207-Coronary Risk Assessment(serum/SO50)
1043 -Pulmonary Function Test with Report
1086-Chest X-Ray,PA(1 View)
t 024—Audiogram with Report
DRE exam (Recommended jor those age 40 and above). Oational exam aer Human
Resources Denartmeat
Stress EKG(treadmill) (NOT REQUIRED)