AGR-6827.B - WILLIAM H NUESSE MD AND MARY ANN NUESSE DO - DBA SUNRISE MULTISPECIALIST MEDICAL CENTER - PRE-EMPLOYMENT PHYSICAL SERVICES 07_01_2020 THRU 06_30_2022AaR- 6-6a 1,V .
PROFESSIONAL SERVICES AGREEMENT
Pre -Employment Physical Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 014\ day of Z_une__, , 2020 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and WILLIAM H. NUESSE,
M.D. AND MARY ANN NUESSE, D.O., a MEDICAL CORPORATION, doing business as
SUNRISE MULTISPECIALIST MEDICAL CENTER ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this 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 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 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. Payment. 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 July 1, 2020 through
June 30, 2022, unless otherwise terminated in accordance with Section 19 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 sub -contractors 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 sub-contractdors 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 not 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. Designated Persons. Only those qualified 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 in 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 Employment Opportunity. 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
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, recruitment 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 of effect unless the assignment
has had the prior written approval of City. City may terminate this Agreement rather than accept
any proposed assignment.
17. Indemnity. 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
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 (2) all the
insurance coverage and/or 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.
f. 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.
g. 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.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the foregoing insurance coverages on forms acceptable to City, which shall provide
that the insurance in force will not be canceled or allowed to lapse without thirty (30) days prior
written notice to City.
4
i. 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. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of 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, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor shall maintain reasonably full and complete books, documents,
papers, accounting records, and other information (collectively, the "records") pertaining to the
costs of and completion of services performed under this Agreement. City and its authorized
representatives shall have access to and the right to audit and reproduce any of Contractor's records
regarding the services provided under this Agreement. Contractor shall maintain all such records
for a period of at least three (3) years after termination or completion of this Agreement.
Contractor agrees to make available all such records for inspection or audit at its offices during
normal business hours and upon three (3) days' notice from City, and copies thereof shall be
furnished if requested.
E
21. Compliance with all Laws. Contractor shall be knowledgeable of and comply
with all applicable local, state and federal laws that may impact its performance of this Agreement.
22. Governing Law and Venue. 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. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. 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 it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR"
William H. Nuesse, M.D. and
Mary Ann Nuesse, D.O., a Medical Corporation,
dba Sunrise Multispecialist Medical Center
867 S. Tustin St.
Orange, CA 92866
Attn: Ashley Duran
Telephone: 714-771-1420
E-Mail: AshleyD@sunrisemedicalcenter.com
CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Sara Haedtler
Telephone: 714-744-725 3
E-Mail: saedtler@cityoforange.org
25. 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]
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR"
WILLIAM H. NUESSE, M.D. AND
MARY ANN NUESSE, D.O., A MEDICAL
CORPORATION, dba SUNRISE
MULTISPECIALIST EDICAL CENTER
By:
Printed Name: William H. Nuesse, M.D.
Title: Medical Director
By:
Printed N
Title:
APPROVED AS TO FORM:
U"-J"
Mary E. B' ning
Senior Assistant City Attorne
CITY"
CITY OF ORANGE, a municipal corporation
By:
Nf6rk A. Murphy, Mayor
ATTEST
NOTE: City requires the following signature(s) on behalf of the Contractor:
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 corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. .OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
EXHIBIT "A"
SCOPE OF SERVICES
City of Orange Pre -Employment Physical Exams
Sunrise Multispecialist Medical Center
2020-2021
Pre -Employment Physical Exam For:
Sworn Police Officer and Police Reserve Officer (Protocol 1— Police)
General physical exam to include history and review of medical/social/occupational
Urine drug screen test
Breath alcohol test
Weight lift test
TB skin test
Vision test
Lumbar x-ray (4 views)
Pulmonary function test
EKG
Audiogram
Comprehensive labs
PRICE FOR ABOVE PHYSICAL: $265.00
Pre -Employment Physical Exam For:
Sworn Firefighter (Protocol 1— Fire)
General physical exam to include history and review of medical/social/occupational
Urine drug screen test
Breath alcohol test
Weight lift test
TB skin test
Vision test
Lumbar x-ray (4 views)
Pulmonary function test
EKG
Audiogram
Comprehensive labs
Titers: Hepatitis A, Hepatitis B, MMR, and Varicella
PRICE FOR ABOVE PHYSICAL: $550.00
Pre -Employment Physical Exam for:
Top Management, Mid Management, Clerical, Professional, and Police Cadet (Protocol 2)
General physical exam to include history and review of medical/social/occupational
Urine drug screen test
Vision test
Weight lift test
Audiogram
PRICE FOR ABOVE PHYSICAL: $80.00
Pre -Employment Physical Exam for:
All Maintenance, Building Inspector, and Field Maintenance (Protocol 3)
General physical exam to include history and review of medical/social/occupational
Urine drug screen test
Vision test
Weight lift test
Audiogram
Lumbar x-ray (1 view)
PRICE FOR ABOVE PHYSICAL: $115.00
Pre -Employment Physical Exam for:
School Crossing Guard and Library Page (Protocol 4)
General physical exam to include history and review of medical/social/occupational
Urine drug screen test
Vision test
Weight lift test
Audiogram
PRICE FOR ABOVE PHYSICAL: $75.00