Western Medical Group Inc (2005) iN2
STERN MDIM AL EUP
Specializing in
Occupational, Family Practice, Internal Medicine, Travel,
Orthopedics & Physical Medicine
February 22, 2016 city of Rancho Palos Verdes
H/R Manager FEB 2 4 2Q16
City of Rancho Palos Verdes City liana .30940 Hawthorne Blvd. ger s gffiCe
Rancho Palos Verdes, CA. 90275
Dear H/R Manager,
RE: PRICE INCREASE FOR SELECTED SERVICES
As you are no doubt aware, prices for medical services, supplies, and
equipment have risen sharply these past few years. Wholesale price increases,
changes to the labor laws, as well as significant changes to the health care
laws have increased overall the cost of providing health care at all levels.
Western Medical Group has resisted passing-through these price increases to
our customers for many years and has absorbed these additional costs for as
long as possible. Unfortunately, however, we are no longer in a position to do
so.
Enclosed is our new price list for selected services which will become effective
April Pt, 2016. Please take the time to review it.
We hope that you understand the reasons for our decision, and that Western
Medical Group will work to keep pricing as low as possible while maintaining
the highest level of service and client satisfaction.
We appreciate your understanding and we look forward to continuing our
service to you and your employees for years to come.
Sincerel ,
s �
effrey'llearman
Clinic Manager
Western Medical Group
21081 S. Western Ave., Suite 150, Torrance, CA 90501
Occupational & Travel: (310) 782-3333 Fax: (310)212-6230
..
WESTERN MEDICAL GROUP
Pricing Worksheet
Effective April 1st,2016
H/R Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA.90275
Pre-Employment Physical I I $ 55.00
• i
1
PROFESSIONAL SERVICES AGREEMENT
41 THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into this
°IDday of pA�2005, and between CITY OF RANCHO PALOS VERDES
by
hereinafter referred to as "CITY", and Western Medical Group, Inc., hereafter referred to
as "CONSULTANT".
RECITALS
A. CITY desires to utilize the services of CONSULTANT as an independent
contractor to provide pre-employment physical examinations, including but not limited to
customized lift tests for selected job classifications, and substance abuse and drug
testing, of prospective CITY personnel.
B. CONSULTANT represents that it is fully qualified to perform such services
by virtue of its experience and the training, education and expertise of its principals and
employees.
C. CITY desires to retain CONSULTANT and CONSULTANT desires to
serve CITY to perform these services, subject to the terms contained herein.
NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter set
forth, the parties hereto mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Description of Services
CONSULTANT shall provide pre-employment physical examinations,
including but not limited to customized lift tests for selected job classifications, and
substance abuse and drug testing, of prospective CITY personnel, in a competent,
professional and satisfactory manner in accordance with the standards prevalent in the
industry and applicable federal and state law. The scope of services is described in the
Scope of Work attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2 Schedule of Work
Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall
perform with due diligence the services requested by CITY on an as-needed basis.
796150-5
1.3 Standard of Performance
CONSULTANT shall perform all services under this Agreement in
accordance with the standard of care generally exercised by like professionals under
similar circumstances and in a manner reasonably satisfactory to CITY.
1.4 Confidentiality
(a) CONSULTANT acknowledges and understands the confidential
nature of physical examinations and substance abuse and drug testing (including but
expressly not limited to urine specimen testing). CONSULTANT agrees to take all
reasonable steps necessary to ensure that information concerning physical
examinations and/or substance abuse and drug testing is not disclosed without any
prior written authorization or consent of the affected prospective employee required
under any applicable federal and/or state law, and to otherwise comply with any
applicable confidentiality provisions of federal and/or state law, including but expressly
not limited to, the Health Insurance and Portability Act of 1996, or "H I PAA", and/or the
Confidentiality of Medical Information Act, California Civil Code Sections 56, et seq.
(b) CONSULTANT further covenants that all data, documents,
discussion, or other information developed or received by CONSULTANT or provided
for performance of this Agreement, whether written or oral, are deemed confidential and
shall not be disclosed by CONSULTANT to any person or entity without prior written
authorization or consent of CITY. CITY shall timely grant such authorization or consent
if disclosure is required by law.
(c) CONSULTANT's covenants under this Section 1.4 shall survive the
termination of this Agreement.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT for the professional services
as indicated and further described in CONSULTANT's scope of work and fee proposal
which is attached hereto and incorporated herein by Exhibit "A".
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Western Medical Group, Inc.
21081 S. Western Avenue, Ste 150
Torrance, Ca., 90501
2
796150-5
1
2.3 Terms of Compensation
(a) CONSULTANT shall submit invoices monthly for services provided
in the previous month. CITY agrees to pay all undisputed invoice amounts within thirty
(30) days of receipt of the invoice. CITY agrees to use its best efforts to notify
CONSULTANT of any disputed invoice amounts or claimed completion percentages
within ten (10) days of the receipt of each invoice. However, CITY's failure to timely
notify CONSULTANT of a disputed amount of claimed completion percentage shall not
be deemed a waiver of CITY's right to challenge such amount or percentage.
(b) Additionally, in the event CITY fails to pay any undisputed amounts
due CONSULTANT within forty-five (45) days after invoices are received by CITY then
CITY agrees that CONSULTANT shall have the right to consider said default a total
breach of this Agreement which may be terminated by CONSULTANT without liability
to CONSULTANT upon ten (10) working days advance written notice.
2.4 Additional Services
(a) CITY may request in writing that CONSULTANT perform additional
services not covered by the specific Scope of Work set forth in this Agreement, and
upon CONSULTANT's acceptance of such request, CONSULTANT shall perform such
services and will be paid for such additional services in accordance with
CONSULTANT's current standard schedule of hourly rates.
(b) All such additional work must be authorized in writing by the City
Manager or his/her designee prior to commencement of additional work.
ARTICLE 3
INDEMNIFICATION
3.1 Indemnification
(a) CONSULTANT is skilled in the professional calling necessary to
perform the services and duties agreed to be performed under this Agreement, and
CITY, not being skilled in such matters, is relying upon the skill and knowledge of
CONSULTANT to perform such services and duties.
(b) CONSULTANT agrees, at its sole cost and expense, to indemnify,
defend and hold harmless CITY, and its elected and appointed officials, officers,
attorneys, council, commissions, boards, agents, employees, designated volunteers,
successors and assigns, from any and all claims, liability or loss of any kind whatsoever,
including but not limited to damages, penalties, legal expenses and costs of expert
witnesses and consultants, resulting from any suits, claims, losses or actions brought by
any person or persons, by reason of injury to persons or property to the extent caused
by, or claimed to be caused by, directly or indirectly, the negligent or willful acts, errors
or omissions of CONSULTANT, including its officers, agents, employees,
subcontractors or any person employed by CONSULTANT. Provided that, this
3
796150-5
provision shall not require CONSULTANT to defend or indemnify CITY for any alleged
liability arising out of CITY's sole negligence or willful misconduct.
(c) CONSULTANT agrees that CONSULTANT's covenants under this
Section 3.1 shall survive the termination of this Agreement. This indemnity provision is
in addition to any other remedies which CITY may have under the law.
ARTICLE 4
INSURANCE
4.1 General Liability Insurance
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of One Million ($1,000,000.00) Dollars for each
occurrence and in the aggregate, combined single limit, against any personal injury,
death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
Said policy or policies shall be issued by an insurer admitted to do business in the State
of California and rated in A.M. Best's Insurance Guide with a rating of A VII or better.
4.2 Professional Liability Insurance
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million ($1,000,000.00) dollars. Said policy or
policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M. Best's Insurance Guide with a rating of A VII or better.
4.3 Worker's Compensation
(a) CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement Worker's Compensation Insurance as
required by the law. CONSULTANT shall require any subcontractor or sub-consultant
similarly to provide such Worker's Compensation Insurance for their respective
employees.
(b) In the event CONSULTANT has no employees requiring
CONSULTANT to provide Workers' Compensation Insurance, CONSULTANT shall so
certify to CITY in writing prior to CITY's execution of this Agreement. CITY and its
personnel shall not be responsible for any claims in law or equity occasioned by failure
of the CONSULTANT to comply with this section or with the provisions of law relating to
workers' compensation.
4.4 Notice of Cancellation
All insurance policies shall provide that the insurance coverage shall not
be canceled by the insurance carrier without thirty (30) days prior written notice to CITY.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
4
796150-5
4.5 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall
maintain on file with the City Clerk a certificate of insurance showing that the aforesaid
policies are in effect in the required amounts. The commercial general liability and
professional liability policy or policies shall contain endorsements naming CITY, its
officers, agents and employees as additional insureds.
4.6 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any
coverage available to CITY. The insurance policies (other than workers' compensation
and professional liability) shall include provisions for waiver of subrogation.
4.7 Deductibles and Self-Insured Retention
Any deductibles and self-insured retentions must be declared to and
approved by CITY. At the option of CITY, CONSULTANT shall either reduce or
eliminate the deductibles or self-insured retentions with respect to CITY, or
CONSULTANT shall procure a bond guaranteeing payment of loss and expenses.
4.8 Failure to Maintain Insurance
CONSULTANT agrees that if it does not keep the aforesaid insurance in
full force and effect, or if CONSULTANT fails to obtain such insurance within 10 (ten)
days after delivery of written notice from CITY that such insurance is not in effect, CITY
may in its sole discretion either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, CITY may take out the necessary insurance and pay, at
CONSULTANT's expense, the premium thereon. As used in this Section, notice shall
be deemed delivered on the third calendar day after deposit of such written notice in the
mail; if notice is given by facsimile, notice shall be deemed immediately effective upon
CITY's receipt of faxed confirmation; and notice by personal delivery shall be deemed
effective immediately upon date and time of actual delivery to CONSULTANT. The
determination whether to terminate the Agreement or take out the necessary insurance,
shall be at CITY's sole discretion.
4.9 Subcontractors
CONSULTANT shall require that each of its subcontractors or sub-
consultants maintain insurance coverage which meets all of the requirements of this
Agreement.
5
796150-5
ARTICLE 5
TERMINATION
5.1 Termination of Agreement
(a) This Agreement may be terminated at any time, with or without
cause, by either party upon thirty (30)days prior written notice. Notice shall be deemed
served three (3) calendar days after deposit in the United States Mail of a certified or
registered letter, postage prepaid, return receipt requested, addressed to the other
party, or immediately upon personal service of such notice to the other party, at the
address set forth in Article 7.17 of this Agreement.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by
CONSULTANT, in an amount to be determined as follows: for work done in accordance
with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an
amount equal to the percentage of services performed prior to the effective date of
termination or cancellation in accordance with the work items; provided, in no event
shall the amount of money paid under the foregoing provisions of this paragraph exceed
the amount which would have been paid to CONSULTANT for the full performance of
the services described in Article 2.1.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Ownership of Documents and Work Product
(a) Except as otherwise expressly provided by law, all records shall
remain the property of CITY, and CITY shall have free access at all reasonable times as
to such records, including but expressly not limited to the right to examine and audit the
same, and to make transcripts therefrom, and to inspect all program data, documents,
proceedings and activities.
6.2 Retention of Records
(a) CONSULTANT shall maintain full and accurate records in
accordance with this Section 6.2.
(b) CONSULTANT shall maintain full and accurate records with
respect to all matters covered under this Agreement, for a minimum of five (5) years
from date of creation of each record. In addition, CONSULTANT shall retain such
records in accordance with the following requirements:
i. Where any applicable provision of federal and/or state law
requires retention of records for a period of time longer than five (5) years,
CONSULTANT shall maintain full and accurate records for such longer period of time
required by such federal or state law.
6
796150-5
.
ii. If records relate to any administrative proceeding or
litigation, CONSULTANT shall retain relevant records during any period of litigation
and/or administrative proceeding, until final disposition of such litigation and/or
administrative proceeding, or five (5) years, whichever is longer. As used herein, the
term "administrative proceeding" shall include any grievance process, any arbitration,
and any administrative proceeding before CAL-OSHA, the California Department of Fair
Employment and Housing, the California Workers Compensation Appeals Board,
OSHA, the U.S. Equal Employment Opportunity Commission, or any other local, state
and/or federal agency of any nature whatsoever.
iii. CONSULTANT shall retain such records for the longer of
either five (5) years or termination of this Agreement.
(c) Notwithstanding any other provision of this Agreement, at the end
of the retention period required by this Section 6.2, CONSULTANT shall turn over all
records to CITY, shall deliver the records to a third party, or shall destroy them, as
directed by CITY in writing.
ARTICLE 7
GENERAL PROVISIONS
7.1 Representation
A CITY representative shall be designated by the City Manager and a
CONSULTANT representative shall be designated by CONSULTANT as the primary
contact person for each party regarding performance of this Agreement.
7.2 Non-Discrimination and Equal Employment Opportunity
In the performance of this Agreement, CONSULTANT shall not
discriminate against any employee, subcontractor, or applicant for employment because
of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical
or mental handicap, physical disability, mental disability, medical condition, marital
status, sex, or sexual orientation. CONSULTANT shall take affirmative action to ensure
that subcontractors and applicants are employed, and that employees are treated
during employment, without regard to their race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, physical disability,
mental disability, medical condition, marital status, sex, or sexual orientation.
CONSULTANT shall comply with all applicable provisions of the California Fair
Employment Practices Act (California Government Code Sections 12940-12948) and
the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.
200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.).
7
796150-5
7.3 Anti-Alcohol and Drug-Testing Services
Any services provided by CONSULTANT pursuant to this Agreement for
substance abuse and/or drug testing shall comply with all applicable provisions of
federal and state law, including but expressly not limited to, Title 49 Code of Federal
Regulations, Part 40 (Sections 40.1, et seq.), regarding workplace alcohol and drug
testing programs, or as such federal and state law may be amended from time to time.
7.4 Personnel
CONSULTANT represents that it has, or shall secure at its own expense,
all personnel required to perform CONSULTANT's services under this Agreement. All
of the services required under this Agreement will be performed by CONSULTANT or
under its supervision, and all personnel engaged in the work shall be qualified to
perform such services. Any person who performs professional services pursuant to this
Agreement shall be licensed by the State of California and in good standing.
CONSULTANT may associate with or employ associates, subcontractors or sub-
consultants in the performance of its services under this Agreement, but at all times
shall be responsible for their services and performance of this Agreement.
7.5 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12) months after completion of the
work under this Agreement which is or may likely make CONSULTANT "financially
interested" (as provided in California Government Code Section 1090 and 87100) in any
decisions made by CITY on any matter in connection with which CONSULTANT has
been retained pursuant to this Agreement.
7.6 Compliance with Laws
CONSULTANT and CITY shall comply with all applicable federal, state
and local laws, ordinances, codes and regulations in the performance of this
Agreement.
7.7 Applicable Law
This Agreement will be construed in accordance with the laws of the State
of California, and all federal statutes and regulations governing the services provided
herein.
7.8 Venue
Any action to enforce or interpret the terms of this Agreement shall be
subject to the exclusive jurisdiction of the courts in the County of Los Angeles, State of
California.
8
796150-5
7.9 Construction
This Agreement is deemed to have been prepared by each of the parties
hereto, and any uncertainty and ambiguity herein shall not be interpreted against the
drafter, but rather, if such uncertainty or ambiguity exists, shall be interpreted according
to the applicable rules of interpretation of contracts under the laws of the State of
California.
7.10 Attorney's Fees
If any action is brought to enforce or interpret any and/or all of the
provisions of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements in addition to any other relief to
which that party may be entitled.
7.11 Testimony by CONSULTANT
Should any legal action be brought between CITY and any third party
other than CONSULTANT pertaining to or involving the services provided under this
Agreement, which such legal action requires the testimony of CONSULTANT and there
is no allegation that CONSULTANT was negligent, willful or otherwise wrongful, CITY
shall compensate CONSULTANT for its testimony and preparation to testify at the
CONSULTANT's hourly rates in effect at the time of such testimony.
7.12 Assignment and Sub-contracting
(a) This Agreement shall not be assignable by either party without the
prior written consent of the other party. .
(b) CONSULTANT may use the services of persons and entities not in
CONSULTANT'S direct employ, when it is appropriate and customary to do so. Such
persons and entities include, but are not necessarily limited to specialized consultants,
and testing laboratories. CONSULTANT's use of any subcontractor or sub-consultant
shall not relieve CONSULTANT from any responsibilities or requirements of this
Agreement, and CONSULTANT shall continue to be fully responsible for performance of
all services under this Agreement.
7.13 Independent Contractor
CONSULTANT is and shall at all times remain, as to CITY, an
independent contractor. Neither CITY nor any of its agents shall have control over the
conduct of CONSULTANT or any of the CONSULTANT's employees, subcontractors or
sub-consultants, except as herein set forth. CONSULTANT expressly warrants not to,
at any time or in any manner, represent that it, or any of its agents, servants,
employees, subcontractors or sub-consultants are in any manner agents, servants or
employees of CITY, it being distinctly understood that CONSULTANT is, and shall at all
times remain to CITY, a wholly independent contractor and CONSULTANT's obligations
9
796150-5
Y '
to CITY are solely such as are prescribed by this Agreement. CONSULTANT shall not
have any control of CITY's personnel policies or interaction with the personnel of CITY.
7.14 Waiver
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall be in writing, and shall not be a waiver of any other condition
of performance under this Agreement. In no event shall the making by CITY of any
payment to CONSULTANT constitute or be construed as a waiver by CITY of any
breach of covenant, or any default which may then exist on the part of CONSULTANT,
and the making of any such payment by CITY shall in no way impair or prejudice any
right or remedy available to CITY with regard to such breach or default.
7.15 Cooperation
In the event any claim or action is brought against CITY by any third party
other than CONSULTANT relating to or arising out of this Agreement, CONSULTANT
shall render any reasonable assistance and cooperation which CITY might require. Any
testimony provided by CONSULTANT shall be compensated pursuant to Section 7.11
of this Agreement.
7.16 Notices
All notices pertaining to this Agreement shall be in writing and addressed
as follows:
If to CONSULTANT:
Western Medical Group, Inc.
21081 S. Western Ave., Ste. 150
Torrance, Ca., 90501
If to CITY:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn:
7.17 Headings And Titles
The headings, subheadings and numbering of the different paragraphs of
this Agreement are inserted for convenience and for reference only and shall not be
considered for any purpose in construing this Agreement.
10
796150-5
7.18 Entire Agreement
This Agreement, and any other documents incorporated herein by specific
reference, represent the entire and integrated agreement between CONSULTANT and
CITY. This Agreement supersedes all prior oral or written negotiations, representations
or agreements. This Agreement may not be amended, nor any provision or breach
hereof waived, except in a writing signed by the parties which expressly refers to this
Agreement.
7.19 Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to constitute one
and the same document.
11
796150-5
V.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: c/ --1/ -0,5 Western Medical Group, Inc.
JrdBY:
Gary B. M.D.
TITLE: President
Dated: CITY OF RANCHO PALOS VERDES
A Municipal Corporation
B
M;Ai'R
City • "AT cho Palos Verdes
ATTEST:
Qz4.D-ern...r"
CITY CLE
APPROVED AS TO FORM:
Richards, Watson & Gershon P.C.
Carol Lynch, City Attorney
B • go
12
796150-5
s
• •
•
EXHIBIT "A"
SCOPE OF WORK
CONSULTANT shall conduct pre-employment physical examinations, including but not
limited to customized lift tests, and substance abuse testing (including but not limited to
drug and alcohol screening) for prospective City personnel as assigned by CITY.
CONSULTANT shall be responsible for providing the findings of requested physical
examinations to CITY; recommending additional medical examinations and/or further
substance abuse testing when appropriate; and determining whether prospective City
employees are able to safely perform essential job duties requiring physical labor.
Professional Services rendered may include, but are not limited to the following:
1. Basic Physical
Includes, but not limited to, complete health history, vision test, back and joints
examination, urinalysis, blood pressure, and respiration for a fee of$30 per individual.
2. Customized Lift Test
The customized lift test will replicate some essential job duties, such as lifting and
carrying heavy objects, to evaluate the physical condition of individuals in certain job
classifications. The fee is $30+ per individual.
3. Drug Screening
For general office staff, the Pre-Placement 640 with collection, the fee is $30 per drug
screen.
For maintenance staff, the Federal, DOT/NIDA with collection, the fee is $50 per drug
screen.
The fee for medical review is $8.00 per positive only drug screens.
4. Lumbar Back X-Rays (two views)
If more information is determined necessary, CONSULTANT with approval by CITY
shall conduct lumbar back x-rays. The fee is $45+ per set of x-rays.
5. Chest-X-Rays (two views)
If more information is determined necessary, CONSULTANT with approval by CITY
shall conduct chest x-rays. The fee is $40+ per set of x-rays.
13
796150-5