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HomeMy WebLinkAboutAGR-7754.A - MOBILE HEALTH DIAGNOTICS (MHD) - AUDIOMETRIC TESTINGDocusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Initial F.,2- AGR-7754.A MHD Entered on: September 11, 2025 MHD Service Agreement This Service Agreement (this "Agreement") contains the terms and conditions that govern the services that will be provided to you or the entity you represent ("Client" or "you") by Mobile Health Diagnostics, LLC (also referred to as "MHD", "we," "us," or "our"). This Agreement takes effect when you click the "Submit" button or check box presented with these terms and we confirm acceptance, or, if earlier, when you use any of the Services (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. The MHD and Client may individually be referred to as a "Party" or collectively as the "Parties". Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 MHD Service Agreement Services Client Responsibilites 2(a). Accessibility Payment Terms Insurance Force Majeure Service Period Term/Termination Cancellation & Rescheduling Provision 7(a). Cancellation: 7(b). Reschedule: Indemnification 8(a). Regulatory Compliance& Responsibility Confidentiality Governing Law Remittance Address: Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 1. Services We agree to provide you the services ("Services") contained in any applicable Purchase Order or as agreed to between MHD and you in writing (each, a "Project Assignment"). Each Project Assignment will be attachedhereto as Exhibit A andbe subject to the terms and condition of this Agreement. Subject to the terms of this Agreement, we will render the services set forth in the Project Assignment(s) accepted by us (the "Services") by the completion dates set forth therein. Except as otherwise provided in the applicable Project Assignment, we will be free of controland direction from client (other than general oversight and control over the resultsof the Services) and will have exclusive control over the manner and means of performing the Services. 2. Client Responsibilites The Client acknowledges that the estimated scope of Services is dependent on their timely responsiveness to our inquiries, requests for information, and ability to provide the required documentation. If the Client fails to provide the requested documentation in a timely manner, it may impact the estimated scope of work, potentially resulting in additional service or rescheduling fees. All requested documentation and data must be submitted to our operations team at least one week prior to the agreed-upon appointment date. 2(a). Accessibility Upon termination or discontinuance of Services, Clientshall have reasonable access to all Client data resulting from the Services and residing in MHD's database. MHD agrees to provide Client, at Client's sole cost and expense, complete test records and files in machine readable format. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 3. Payment Terms Payment Requirement Details Deposit 50% of total cost before service commencement Accepted Payment Methods ACH/Wire, Credit Card, or Check Remaining Balance Due upon service completion before deliverable release Late Payment Charge 1.5% per month (18% annually)for unpaid balances after 30 days Credit Card Processing Fee 3% fee applies if paying by credit card Credit Card on File Required for fees and unpaid balances Purchase Order Required for service invoices exceeding $5,000 4. Insurance MHD will keep in full force and effect, at its own expense, minimum liability insurance coverage for (a) commercial general and healthcare professional liability, including premises-operations, products and completed operations, and broad form contractual liability. If Client requests additional coverage, including alternate employer endorsements, waivers of subrogation, or additional coverage, Client agrees to pay incremental costs incurredby Mobile Health Diagnostics in obtaining such coverage. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Type of Insurance Limits Commercial General Liability 1,000,000 Each Occurrence, 2,000,000 General Aggregate, 2,000,000 Products-Comp/Op Agg Automobile Liability 1,000,000 Combined Single Accident Limit (Each accident) Umbrella Liability 5,000,000 Each Occurrence, 5,000,000 Aggregate Workers Compensation & Employers Liability 1,000,000 Each Accident, 1,000,000 EA Employee, 1,000,000 Policy Limit Professional Liability 1,000,000 Each Claim, 2,000,000 Each Aggregate 5. Force Majeure If, because of weather, acts of God, strikes or other labor disputes, supplier delays or interruptions, equipment failure, acts of war, terrorism or insurrection or any rule of statutory or other law of the federal or any state or local government which are not the fault or neglect of the party claimingthe delay, or other unavoidable cause which is not the fault or neglect of the party claiming the delay, either party is unable to perform its obligations hereunder, such non-performance shall not be considered a breach of this agreement. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 6. Service Period Term/Termination The Service Period shall be for one year from the date of the Service Agreement. The Service Period will automatically renew for successive one-year periods unless terminated by either party by providing 60 days' writtennotice. Service fees are subjectto annual price increases effective January 1 of each year. 7. Cancellation & Rescheduling Provision Mobile Health Diagnostics, LLC incurs costs related to scheduling and fulfilling services. These costs incurred include but not limited to employee time, travel, technician booking, and equipment shipping. Therefore, in the event of cancellation or rescheduling of any scheduled Services, the following reimbursements to MHD will apply to each service date scheduled: 7(a). Cancellation: Notice Period Cancellation Reimbursement 60 Days No reimbursement 30-60 days 295 7-30 days 30% of invoice 2-7 days 50% of invoice 1-2 days 80% of invoice 24 hours 100% of invoice Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 7(b). Reschedule: Notice Period Cancellation Reimbursement 30 Days No reimbursement 15-30 days 295 8-15 days 10% of invoice 3-8 days 20% of invoice 1-2 days 40% of invoice 24 hours 50% of invoice 8. Indemnification Except to the extent caused by the other party'sgross negligence or willful misconduct, each party (the "Indemnifier") agrees to defend, indemnify and hold the other party (the "Indemnitee"), its directors, officers, agents and employees harmless from all loss, cost. including court costs and reasonable attorneys' fees) and expense resultingfrom any claims arising from the intentional misconduct or gross negligence of the Indemnifier or from the unauthorized release, disclosure or other communication to a third party of the other party's Confidential Information by the Indemnifier or the Indemnifier's employees, agents, contractors or representatives which was not approved in writing by the other party. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,INCLUDING, BUT NOT LIMITED TO, LOST PROFITSAND REVENUE, EVEN IF SUCH PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. This indemnification provision shall survivethe termination or discontinuance of the Services for a period of three years. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 8(a). Regulatory Compliance& Responsibility The Client acknowledges and agrees that it is their sole responsibility to be aware of and comply with all applicable local, state, and federal regulations, including but not limited to those set forth by the Occupational Safety and Health Administration OSHA) and the Mine Safety and Health Administration (MSHA). While MHD provides on-siteconsulting services and testing to support the Client in meeting these regulatory standards, the ultimate responsibility for compliance rests with the Client. MHD shall not be liable for any failure of the Client to comply with such regulations, nor for any penalties, fines, or legal actions resulting from non- compliance. The Client agrees to indemnify and hold harmless "MHD" from any claims, damages, or expenses arising from the Client's failure to adhere to the relevant regulations. 9. Confidentiality In connection with the Services to be provided, each Party ("Disclosing Party") may disclose to the other Party ("Receiving Party") certain Confidential Information (as defined below) and the Parties wish to preserve the proprietary, confidential and non-public nature of the disclosed Confidential Information. During the term of this Agreement and thereafter Receiving Party (i) will not use or permit the use of the Disclosing Party's Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii)will not disclose such Confidential Information to any third parties except as set forth in this Agreement. Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access or disclosure in the same manner as Receiving Party protects its own confidential information of a similar nature, but in no event will exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Parties, nothing in this Agreement shall limit Receiving Party's right to report possible violation of law or regulation with any federal, state, or local government agency. "Confidential Information" as used in this Agreement means all information disclosed by the Disclosing Partyto the Receiving Party, whetherduring or before the term of this Agreement, that is not generally known in the trade or industry and will include, without limitation: (a) information regarding pricing and scope of Services; (b) trade secrets, drawings, inventions, know-how; (c) information regarding plans for future products or services, development, business plans, business forecasts and budgets; and (d) any information regarding the Disclosing Party's employees or the result of any Services provided by MHD. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to either Party during their respective business. Confidential Information does not include information that (x) is or Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 becomes a part of the public domain through no act or omission of Receiving Party, (y) is disclosed to Receiving Party by a third party without restriction on disclosure, or (z) was in Receiving Parry's lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Receiving Party either directly or indirectly from the Disclosing Party. In addition, nothing herein will be construed to prohibit disclosure of Confidential Information to the extent that law or valid order of a court or other governmental authority requires such disclosure. All Confidential Information furnished to the Receiving Party by the Disclosing Party is the sole and exclusive property of the Disclosing Party, except as specifically provided for in this Agreement. 10. Governing Law This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Remittance Address: CITY OF ORANGE, a municipal corporation M H D Signed by: 12303 Airport Way By: Jana (,. KItt,inlsrtua Suite 160 J EF.DfilleUnbrand Broomfield, CO 80021 ATTEST: DocuSigned by: imaircx Cot ftriff6cCeflbitan, City Clerk APPROVED AS TO FORM: DocuSigned by: aR:!i a irfl N 'tt FitoA43bt9tian Senior Assistant City Attorney Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Proposal for Orange, CA Police Department Prepared By: Gabe DiMauro 1 -856-399-7821 Email: gabe.dimauro@mhdhealth.com Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 41111111 MHD provides occupational and environmental health and safety services. We specialize in onsite testing and compliance support for industrial, construction, public safety, healthcare and corporate clients. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 What Sets Us Apart Mission-Tested Safety Responders On-Site Ser Our on-site team is made up of former military,fire, police, and emergency service professionals. These experts have responded to critical, high-stakes situations and bring Audiometric Hear real-world safety leadership to your workplace. They know what it means to protect Respirator Fit Tes people, follow protocol, and deliver under pressure.Respirator Medici Trusted Safety Partner Pulmonary Functi From first call to final report, every interaction is led by a knowledgeable, Air Quality Moniti approachable expert. We serve as your safety partner—offering guidance, sharing insights, and helping you navigate every step with confidence. Workplace Noise Environmental Ni Safety Without Sacrifice Clean Room Certi Our solutions are thorough, reliable, and built to meet the highest standards—without Safety Data Shee wasting your time. We schedule efficiently, show up on time, and complete the work with Creation & Revie\ minimal disruption. From start to finish, we go above and beyond to ensure your team is protected and your organization remains fully OSHA-compliant. Every test, every report, Workplace Safety every detail is delivered with precision, integrity, and purpose. No sacrifices—not on time, not on quality, not on compliance, and never on your employees' well-being. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Over 2,000 Satisfied Clients Nebraska p'CL 4' Preferre Medicine fritolay n p r f1 MATERIALS, IN( CONSTRUCTION A CRH COMPANY 175+ Five-Star Google Reviews The team at MHD were very helpful through the entire process. Eric and Doug were a pleasure to work wii Sydney was great to work with and extremely professional, he took and helped all employees throughout the a time to discuss results with each employee. Highly recommend." job MHD!" Scott F. Travis M. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 What You Get As An MHD Client Priority Scheduling Availability Guardian Guarantee Book services 3+ months out to secure the best This protects your investment and time for your team. ensures your satisfaction. Priority Response Rate Complimentary Compliance Upd: When an urgent need arises, we prioritize your requests. Stay current on regulations with updates from N Dedicated Account Manager Ongoing Access to Customer Success Manager MHD Safety Experts Dedicated contacts to ensure accountability Consult with our team even after and proactive service. the engagement ends. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Let's Talk Numbers Name Scope Of Work QTY Price Half Day -Audiometric Testing Testing Time: Mon &Thur: 1:30 4 1,270.00 Half Day(3 hours)-Audiometric tests performed by CAOHC pm - 7:30 pm, Tue: 8 am-12 Certified Technician(s)- Estimated number of tests pm, and Fri: 1 pm - 6 pm - dependent on employee roster provided prior to testing Estimated 155 Audiometric Tests Hearing Conservation Training - Provided 1 0.00 PowerPoint Presentation Provided PowerPoint to use during your annual hearing conservation safety training Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Data Entry 1 0.00 Customer enters previous employee audiograms into MHD Audiogram Import Excel Document. If MHD administrative team required to enter historical employee audiogram data, MHD administrative team can perform data entry service for 2.50/employee audiogram Audiologist Review of Hearing Tests 1 0.00 All completed audiograms will be reviewed by our Certified Audiologist-Our audiologist will provide recommendations and review feedback. Travel 4 0.00 Travel rate for providing services Sub Disc T If you would like to move forward with scheduling, please sign the Service Agreement below and your Account M< contact with you within 24hrs. This is a scope of work cost estimate based on information provided to MHD. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Final costs may change based on final scope of work to be performed and/or serviced provided. Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Acknowledgment of Service Agreement By signing below, I acknowledge that I have reviewed and agree to the terms outlined in this proposal, including the c confirm that I have read, understood, and agree to be bound by the MHD Service Agreement, which includes the TE related to service scope, client responsibilities, cancellation policies, payment terms, and liability. A copy of the Se attached at the end of this proposal. CITY OF ORANGE, a municipal corporation View Full Service Agreement By: Jarad L. Hildenbrand Cornelius ATTEST: Ungureanu Pamela Coleman, City Clerk APPROVED AS TO FORM: Nathalie Adourian Senior Assistant City Attorney Docusign Envelope ID:36A8BF5A-86E7-4734-84A9-FEFB9A797820 Arum WORK WITHOUT WORRY 47 4 e er. 1J 4141V 1-800-331-3218