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Western Medical Group Inc - Medical Review Officers (2005) 1 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE MEDICAL REVIEW OFFICER SERVICES THIS PROFESSIONAL SERVICES AGREEMENT TO PR VIDE MEDICAL REVIEW OFFICER SERVICES is made and entered into this Y a of 1 'c -tk 2005, by and between CITY OF RANCHO PALOS VERDES hereinafter referred to as "CITY", and Western Medical Group, Inc., hereafter referred to as "MRO". RECITALS A. CITY has adopted a substance abuse and drug testing policy for prospective CITY personnel, and desires to utilize the services of MRO as an independent contractor to provide medical review officer services in connection with substance abuse and drug testing of prospective CITY personnel. B. MRO provides medical review officer services to companies and public agencies to support workplace drug testing programs and policies. C. MRO 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. D. CITY desires to retain MRO and MRO 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 (a) In accordance with federal regulations, the primary role of the medical review officer under this Agreement is to review and interpret test results obtained though CITY's substance abuse and drug testing policy. (b) MRO shall provide medical review officer services in connection with 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 state and federal law. The preliminary scope of services is described in the Protocol attached hereto as Exhibit "A" and incorporated herein by this reference. 816642-3 t. ta (c) In the event of any inconsistency or conflict between any provision of this Agreement (including but expressly not limited to, the preliminary Protocol attached as Exhibit "A"), and any applicable federal or state law, the terms of the federal or state law shall prevail. MRO and CITY shall comply with all applicable provisions of federal and state law, as such laws exist as of the effective date of this Agreement, and as such laws may be amended from time to time. (d) The primary medical review officer responsibilities and duties under this Agreement shall be carried out by Paz Eliat, M.D. 1.2 Schedule of Work Upon receipt of written Notice to Proceed from CITY, MRO shall perform with due diligence the services requested by CITY on an as-needed basis. 1.3 Standard of Performance (a) MRO 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. (b) MRO represents that MRO, including but not limited to Dr. Eilat and any person performing services under this Agreement, each has all necessary credentials, qualifications and training to perform services under this Agreement as required by applicable provisions of federal and state law, including but expressly not limited to, Title 49 Code of Federal Regulations ("CFR"), Part 40 (Sections 40.1, et seq.). MRO shall provide, upon reasonable request by CITY, any and all documents reflecting the credentials and qualifications of MRO and its personnel, and any other person performing services on behalf of MRO, needed to perform the medical review officer services required under this Agreement, as required under any applicable provisions of federal and/or state law. 1.4 Confidentiality (a) MRO acknowledges and understands the confidential nature of substance abuse and drug testing (including but expressly not limited to urine specimen testing). MRO agrees to take all reasonable steps necessary to ensure that information concerning 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, Title 49 Code of Federal Regulations ("CFR"), Part 40 (Sections 40.1, et seq.), the Health Insurance and Portability Act of 1996 ("HIPAA"), and the Confidentiality of Medical Information Act, California Civil Code Sections 56, et seq. (b) MRO further covenants that all data, documents, discussion, or other information developed or received by MRO or provided for performance of this Agreement, whether written or oral, are deemed confidential and shall not be disclosed 2 816642-3 '• a by MRO 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) MRO's covenants under this Section 1.4 shall survive the termination of this Agreement. ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY agrees to compensate MRO the sum of eight dollars ($8.00) per positive MRO test report as discussed between MRO and CITY. (b) In addition to the charges set forth in Section 2.1(a), CITY agrees to pay MRO additional charges (at the rate of$300.00/hour or pro-rated at quarter hour increments)for time actually incurred by MRO in program-related issues including audits by CITY and/or any governmental agency such as the U.S. Department of Transportation ("DOT"), consultation with CITY on drug testing issues, and support of arbitration, grievance and appeal proceedings. (c) Should any legal action be brought between CITY and any third party other than MRO pertaining to or involving the services provided under this Agreement, which such legal action requires the testimony of MRO and there is no allegation that MRO was negligent, willful or otherwise wrongful, CITY shall compensate MRO for its testimony and preparation to testify at the MRO's hourly rates as set forth in subdivision (b) of this Section 2.1. 2.2 Payment Address All payments due MRO shall be paid to: Western Medical Group, Inc. 21081 S. Western Avenue, Ste 150 Torrance, Ca., 90501 2.3 Terms of Compensation (a) MRO 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 MRO 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 MRO 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 MRO within forty-five (45) days after invoices are received by CITY then CITY 3 816642-3 • agrees that MRO shall have the right to consider said default a total breach of this Agreement, which may be terminated by MRO without liability to MRO upon ten (10) working days advance written notice. 2.4 Additional Services (a) CITY may request in writing that MRO perform additional services not covered by the specific Scope of Work set forth in this Agreement, and upon MRO's acceptance of such request, MRO shall perform such services and will be paid for such additional services in accordance with MRO's current standard schedule of hourly rates. 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) MRO 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 MRO to perform such services and duties. (b) MRO 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 MROs, 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 MRO, including its officers, agents, employees, subcontractors or any person employed by MRO. Provided that, this provision shall not require MRO to defend or indemnify CITY for any alleged liability arising out of CITY's sole negligence or willful misconduct. (c) MRO agrees that MRO'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 MRO 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, 4 816642-3 • death, loss or damage resulting from the wrongful or negligent acts by MRO. 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 MRO 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) MRO 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. MRO shall require any subcontractor or sub-MRO similarly to provide such Worker's Compensation Insurance for their respective employees. (b) In the event MRO has no employees requiring MRO to provide Workers' Compensation Insurance, MRO 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 MRO 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. MRO agrees that it will not cancel or reduce said insurance coverage. 4.5 Certificate of Insurance At all times during the term of this Agreement, MRO 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 MRO 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. 5 816642-3 . 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, MRO shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or MRO shall procure a bond guaranteeing payment of loss and expenses. 4.8 Failure to Maintain Insurance MRO agrees that if it does not keep the aforesaid insurance in full force and effect, or if MRO 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 MRO's expense, the premium thereon. As used in this Section 4.8, 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 MRO. The determination whether to terminate the Agreement or take out the necessary insurance, shall be at CITY's sole discretion. 4.9 Subcontractors MRO shall require that each of its subcontractors or sub-MROs maintain insurance coverage which meets all of the requirements of this Agreement. 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 MRO or CITY, due to no fault or failure of performance by MRO, MRO shall be paid compensation for all services performed by MRO, in an amount to be determined as follows: for work done in accordance with all of the terms and provisions of this Agreement, MRO 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 MRO for the full performance of the services described in Article 2.1. 6 816642-3 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) MRO shall maintain full and accurate records in accordance with this Section 6.2. (b) MRO 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, MRO 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, MRO shall maintain full and accurate records for such longer period of time required by such federal or state law. ii. If such records relate to any administrative proceeding or litigation, MRO 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. MRO 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, MRO 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. 7 816642-3 ARTICLE 7 GENERAL PROVISIONS 7.1 Representation A CITY representative shall be designated by the City Manager and a MRO representative shall be designated by MRO 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, MRO 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. MRO 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. MRO 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.). 7.3 Personnel MRO represents that it has, or shall secure at its own expense, all personnel required to perform MRO's services under this Agreement. All of the services required under this Agreement will be performed by MRO 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. MRO may associate with or employ associates, subcontractors or sub-MROs in the performance of its services under this Agreement, but at all times shall be responsible for their services and performance of this Agreement. 7.4 Conflicts of Interest MRO 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 MRO "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which MRO has been retained pursuant to this Agreement. 8 816642-3 . • 7.5 Compliance with Laws MRO and CITY shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement. 7.6 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. 7.7 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. 7.8 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. 7.9 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. 7.10 Assignment and Sub-contractinq (a) This Agreement shall not be assignable by either party without the prior written consent of the other party. (b) MRO may use the services of persons and entities not in MRO'S direct employ, when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to specialized MROs, and testing laboratories. MRO's use of any subcontractor or sub-MRO shall not relieve MRO from any responsibilities or requirements of this Agreement, and MRO shall continue to be fully responsible for performance of all services under this Agreement. 7.11 Independent Contractor MRO 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 9 816642-3 • • MRO or any of the MRO's employees, subcontractors or sub-M ROs, except as herein set forth. MRO expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants, employees, subcontractors or sub-MROs are in any manner agents, servants or employees of CITY, it being distinctly understood that MRO is, and shall at all times remain to CITY, a wholly independent contractor and MRO's obligations to CITY are solely such as are prescribed by this Agreement. MRO shall not have any control of CITY's personnel policies or interaction with the personnel of CITY. 7.12 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 MRO 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 MRO, 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. • 7.13 Cooperation • In the event any claim or action is brought against CITY by any third party other than MRO relating to or arising out of this Agreement, MRO shall render any reasonable assistance and cooperation which CITY might require. Any testimony provided by MRO shall be compensated in accordance with Section 2.1(c). 7.14 Notices All notices pertaining to this Agreement shall be in writing and addressed as follows: If to MRO: 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: 7.15 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 816642-3 7.16 Entire Agreement This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between MRO 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. 7.17 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date•and year first above written. Dated: 9 -I/a -05 Western Me.' - 9oup, Inc. BY: Gary :dr";, M.D. TITLE: President Dated: CITY OF RANCHO PALOS VERDES A Municipal Corporation BY:4IK ._� • ., City of ' - ho Palos Verdes ATTEST: CITY CLE APPROVED AS TO FORM: Richards, Watson & Gershon P.C. Carol Lynch, City Attorney By: 11 816642-3 EXHIBIT "A" SCOPE OF WORK— PRELIMINARY PROTOCOL MRO shall conduct alcohol abuse and substance abuse testing (including but expressly not limited to drug and alcohol screening)for prospective CITY personnel as assigned by CITY. MRO shall be responsible for providing the findings of requested testing and/or further substance abuse testing when appropriate; and information to assist CITY in determining whether prospective CITY employees are able to safely perform essential job duties. Services provided under this Agreement shall be provided in accordance with the following preliminary protocol. In the event of any inconsistency or conflict between this preliminary protocol and applicable federal and/or state law, MRO shall perform services under this Agreement in accordance with applicable federal and/or state law. MRO shall be responsible for monitoring any changes to federal and state law, and for modifying its procedures to ensure compliance with applicable law in the performance of services under this Agreement. In the event of any conflict or inconsistency between the Scope of Work set forth in this Exhibit "A" and the Agreement, the terms of the Agreement shall prevail. ARTICLE I. STATEMENT OF WORK SECTION 1. SCOPE OF SERVICES A. The primary medical review officer responsibilities shall be carried out by Paz Eilat, M.D. B. The primary role of the medical review officer is to review and interpret confirmed positive test results obtained though CITY's testing program. In caring out this responsibility, the MRO shall examine alternative medical explanations for any positive test results. Any tested individual who is alleged to be medically unqualified by reason of a confirmed positive test result shall have available as an affirmative defense, to be proven by the individual through clear and convincing evidence to the MRO, that his/her use of a controlled substance was prescribed by a health care professional who is familiar with the individual's medical history and assigned safety-sensitive functions. SECTION 2. MRO INTERVIEW A. The MRO will conduct a medical interview and review of the individual's medical history, or review of any other relevant biomedical factors. B. The MRO will review all medical records made available by the tested individual when a confirmed positive test could have resulted from legally prescribed medication. 12 816642-3 C. In accordance with the DHHS (U.S. Department of Health and Human Services) guidelines, the MRO will not declare as positive opiate-positive urine without "clinical evidence." The MRO may perform limited physical examinations, seeking, for example needle tracks in determining whether clinical signs of drug abuse are present. SECTION 3. INITIAL CONTACT OF EMPLOYEES A. The MRO will make reasonable efforts to contact the tested individual and make available the opportunity to discuss a laboratory confirmed positive test result. A staff person or MRO Assistant working on the staff of the MRO may make the initial contact. B. If the MRO is unable to contact a tested individual, after making and documenting all reasonable efforts, the MRO shall contact a designated management official of CITY to arrange for the individual to contact the appropriate representative of MRO. C. The MRO may verify a positive test without having communicated with the tested individual if: i. The individual expressly declines the opportunity, or ii. Within five (5) days after a documented contact by CITY to the tested individual to contact the MRO, the individual has not done so. D. All tests reported to CITY by the MRO as a verified positive in which the MRO did not discuss the results with the tested individual shall be so noted and shall be accompanied by complete documentation of the MRO's efforts to contact the tested individual including contacts with the CITY's designated management official. SECTION 4. OBTAINING ADDITIONAL LABORATORY TESTS, REANALYSIS, AND INFORMATION A. SPLIT SAMPLE RETEST PROTOCOL: In situations in which the CITY uses the split sample method of collection, if the employee requests an analysis of the split sample within seventy-two (72) hours of having been informed of a verified positive test (or a longer period, if provided in a DOT agency regulation), the MRO will direct, in writing, the laboratory to provide the split sample to another DHHS-certified laboratory for analysis. If the analysis of the split sample fails to reconfirm the presence of the drug(s) or drug metabolite(s) found in the primary specimen, or if the split sample is unavailable, inadequate for testing or untestable, the MRO will cancel the test and report the reasons for the cancellation to DOT. B. SINGLE SAMPLE RETEST PROTOCOL: In a situation in which the CITY has used the single sample method of collection, the MRO will direct, in writing, a 13 816642-3 • reanalysis of the original sample if requested to do so by the employee within seventy-two (72) hours of the employee s having been informed of a verified positive test. The MRO may also direct, in writing, such a reanalysis if the MRO questions the accuracy or validity of any test result. Only the MRO may authorize such a reanalysis, and such a reanalysis may take place only at laboratories certified by DHHS. If the reanalysis fails to reconfirm the presence of the drug or drug metabolite, the MRO will cancel the test and report the reasons for the cancellation to DOT. C. The MRO may independently order a reanalysis of a sample. D. The MRO may order additional laboratory separation and quantitation of d- and (- isomers of methamphetamine and amphetamine when necessary. E. The MRO may order additional laboratory tests for the purposes of determining adulteration. F. The MRO may request, if needed, a quantitative description of test results and maintain same in appropriate files. G. The MRO will receive and maintain a certified copy of the original custody and control form, which should include a daytime telephone number where the applicant or employee may be reached. H. The MRO may consult with the laboratory director and representatives concerning laboratory results. I. The MRO may cancel laboratory results that do not comply with DOT or DHHS guidelines. J. The MRO will provide assistance in arbitration and litigation, including expert witness testimony. SECTION 5. REPORTING RESULTS TO CITY A. The MRO may report to the CITY using any communications device, but in all instances a signed written notification will be forwarded upon completion of the MRO's review. B. The MRO written report to the CITY will include the following: i. The name of the individual for whom the test results are being reported and the individual's CITY; ii. The laboratory performing the test; iii. The date and location of the test collection; 14 816642-3 iv. The identities of the persons or entities performing the collection, analysis of the specimens and serving as the MRO for the specific test; v. The verified results of a controlled substances test, either positive or negative, and if positive, the identity of the controlled substance(s) for which the test was verified positive. C. All positive tests reported to the CITY by the MRO in which the MRO did not discuss the results with the tested individual shall be so noted. SECTION 6. CONFIDENTIALITY A. In accordance with DOT regulations the MRO will not disclose to any third party medical information provided by the individual to the MRO as a part of the testing verification process except the MRO may disclose such information to the CITY when: The MRO has informed the employee, before obtaining medical information from the employee, that such information may be disclosed to third parties; and i. An applicable DOT regulation permits or requires such disclosure; or ii. In the MRO's reasonable medical judgment, the information could result in the employee being determined be medically unqualified under an applicable DOT agency rule; or iii. In the MRO's reasonable medical judgment the information indicates that continued performance by the employee could pose a significant safety risk. iv. Disclosure is requested by the employee and MRO is provided with a written request and release from the employee. SECTION 7. MRO RECORD KEEPING AND RECORD RETENTION A. The MRO shall be the sole custodian of the individual's test results. The MRO shall maintain all dated records and notifications, identified by individual, for a minimum of five (5) years for verified positive test results, and shall retain such records for any additional period(s) of time required under the terms of the Agreement of which this preliminary Protocol is a part. B. The MRO will not release individual test results to any person, without first obtaining specific written authorization from the tested individual. Nothing in this paragraph shall prohibit the MRO from releasing, to the CITY, its agent or to officials of the Secretary of Transportation, any DOT agency, or any State or local information delineated in Article I, Section 5(B) of this Agreement. 15 816642-3 • SECTION 8. CITY RESPONSIBILITIES A. When the MRO reports to the CITY that the MRO is unable to contact a tested individual for an interview, the CITY will contact the individual as soon as practicable and request the individual to contact the MRO within 24 hours. B. The CITY will provide the MRO with the most recent Drug and Alcohol Policy and Procedures of the CITY. C. The CITY will designate a CITY representative and an alternate to whom the MRO will report test results verbally and in writing. D. The CITY will designate a CITY representative and alternate whom the MRO will contact in cases where the MRO is unable to contact the employee for an interview. E. The CITY will notify the MRO of any responsibilities with regard to the CITY's Employee Assistance Program as it relates to drug and alcohol testing. F. The CITY represents that the means of obtaining results from the MRO (such as electronic or fax) will be secure and confidential, and that all results and information obtained from the MRO will be maintained confidentially. Such results and information will only be disclosed to individuals with a business need for the information. G. If the CITY selects the provider of drug testing collections, the CITY is responsible for ensuring the collection practice meets all DOT requirements for drug testing. H. If the CITY selects the testing laboratory, the CITY will be responsible to assure that the laboratory is currently certified by the DHHS for urine drug testing, and arrange for all testing result to be sent directly to the MRO. I. The CITY is responsible for all additional laboratory costs for reanalysis and additional tests. J. In accordance with DOT guidelines the following rules will be followed where the MRO or the laboratory has canceled a test. i. An individual, whose urine specimen was submitted for testing for pre- employment/pre-duty or return-to-duty controlled substances testing under FHWA regulations, which is canceled by the laboratory or the MRO, shall resubmit a urine specimen for testing when the individual continues to seek employment or continued employment with the CITY. ii. An individual whose urine specimen was submitted for testing for post- accident or random controlled substances testing under FHWA regulations 16 816642-3 T . ♦ P which is canceled by the laboratory or the MRO shall not resubmit a urine specimen for testing. iii. An individual whose urine specimen was submitted for testing for reasonable suspicion controlled substances testing under FHWA regulations which is canceled by the laboratory or the MRO shall not resubmit a urine specimen for testing, unless the specific, articulable, contemporaneous, observations concerning the appearance, behavior, speech or body odors of the individual continue to be present and documentation of the individual's conduct is prepared and signed by the witnesses within 24 hours of the observed behavior or before the results of the new tests are release, whichever is earlier. ARTICLE II. GENERAL TERMS AND CONDITIONS SECTION 1. RESPONSIBILITY FOR CITY POLICY AND PROGRAM The parties understand and agree that MRO does not make any employee decisions for the CITY such as hiring of applicants termination, discipline or retention of any employee or former employee. SECTION 2. COMPLIANCE WITH FEDERAL AND STATE LAW CITY and MRO each agree to comply with and shall be responsible for all requirements of Federal, State and local laws and regulations relating to substance abuse testing. SECTION 3. SIGNIFICANT CHANGES If during the term of this agreement there is a significant change in the requirements of the MRO, or other services covered under this agreement as the result of regulatory changes, or changes mandated by federal or state law, both parties agree to renegotiate the services and fees provided herein. 17 816642-3