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24P238 - On Duty Health, PC (Fire Department Services)
KEMPER Auto COMMERCIAL Customer Service: (800) 722-3391 Kemper Auto Commercial 11700 Great Oaks Way, Suite 450 Alpharetta, GA 30022 Underwritten by: Infinity Select Insurance Company Claims Service: (800) 353-6737 PRIMARY AND NONCONTRIBUTORY ENDORSEMENT City of Palm Springs 3200 E Tahqultz Canyon Way Palm Springs, CA 92262 ON DUTY HEALTH PC This endorsement Is attached to and forms a part of the listed policy. The following endorsement applies only If Form Number 500PNCV01 appears on your Declarations Page. This endorsement modifies the insurance provided under your COMMERCIAL AUTO POLICY. PART A -LIABILITY COVERAGE OTHER INSURANCE -PART A ONLY The following is added to this section: The coverage afforded under your Commercial Auto Policy is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: a. You have agreed in writing in a contract or agreement that the coverage afforded under your Commercial Auto Policy would be primary and would not seek contribution from any other insurance available to such additional insured; and b. Such additional insured is a named insured under such other insurance. ALL OTHER TERMS, LIMITS, CONDITIONS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED. ADDL INSURED COPY 500PNCV01 RECEIVED JUL 14 2025 OFFICE OF THE CITY CLERK AMEND DATE : 09/10/2025 ENDORSEMENT : 6-1 KEMPER Auto COMMERCIAL Customer Service: (800) 722-3391 Kemper Auto Commercial 11700 Great Oaks Way, Suite 450 Alpharetta, GA 30022 Underwritten by: Infinity Select Insurance Company Claims Service : (800) 353-6737 ADDITIONAL NAMED INSURED ENDORSEMENT City of Palm Springs 3200 E Tahquttz Canyon Way Palm Springs, CA 92262 Part A -Liability Coverage, is changed as follows : ON DUTY HEALTH PC This endorsement Is attached to and forms a part of the listed policy. No changes will be effective poor to the lime changes are requested. The definition of insured is changed to include the additional insured named abo ve. Adding an Insured will not increase the limit of our liability. The Insurance provided by this endorsement will be excess over any other valid and collectible insurance. All other parts of this Policy remain unchanged. ADDL INSURED CO PY 50461AIS01 AMEND DATE : 09/10/2025 ENDORSE MENT : 6-1 I I . . ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNYYY) 10/9/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement a . PRODUCER CONTA T Client Service Team Arthur J. Gallagher Risk Management Services, Inc. _ wibNe . 833-391-6524 Ar I n:725-7353800 2850 Golf Road Rolling Meadows IL 60008 AWREss: Select Certficates a .com INSURERSAFFORDNG COVERAGE NAIC4 RECEIVED INSURER A: Evanston Insurance Company 35378 INSURED 0NOUTYH-01 INSURER B: SterStone National Insurance Company 25496 ON DUTY PLLCC;On P&T 15 2024 HealthEALTH xas,PLTEXAS, On Duty Health -Texas, PLLC; On Duty Health INSURERC:ChubbNationalInsuranceComa 1D052 INSURER D: Coalition Insurance Company On Duty Health LLC 2028 East Ben White Boulevard Ste 6VIffift OF THE CITY C I E: Ohio CasualtyInsurance Company24074 Austin TX 78741 IN9URER F COVERAGES CERTIFICATE NUMBER: 1469107321 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IHSR' RTYPE OF INSURANCE IWO WD POLICYNUMBER POLICY EFY POLICY UP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3AA742914 1/11/2024 1/11/2025 EACH OCCURRENCE $1,000,000 CLAIMSWADE a OCCUR _ $100,000 PREMISES Ea 1 ACED EXP (Any one person) $5,000 PERSONAL S ADV INJURY $E)duded GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,ODO X POLICY DJECT LOC PRODUCTS - COMP/OP AGG $Included s OTHER: AUTOMOBILE LIASIM E I.d Dnt L $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEOULEO AUTOS ONLY AL to S BODILY INJURY (Per apcMBnt) $ PROPERTYDAMAGE (PerBOOM) $ HIRED NON -OWNED AUTOS ONLY AUTOSONLY e UMBRELLA LIAR I X I OCCUR 73756X240AL1 1/11/2024 1/11/2025 EACH occuRRENCE $2,000,000 AGGREGATE _ $2,000,000 X EXCEsa L1 CLAINSIMACE CEO RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN.I ANYPROPRIETORIPARTNER,EXECUTIVE ❑ R/ OFFICEMEMBER EXCLUDED' N/A Y 71811212 2/26/2024 2/2612025 I PER STATUTE R E.L. EACH ACCIDENT $1,0001000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) K yyea, dasctlbe under DESCRIPTIONOFOPERATIONSbalpw E.L. DISEASE -POLICY LIMIT --- — $1000000 E __D_,0AWLaI,AIy Roarer -- -- C4NH9258445CYBER2024 BM068155411 8/5/2024 9/6/2024 8/5/2025 9/6/2025 Un i / ReMMbn _ sm 1 V OoO DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be anacbed if more anew is required) MEGL0009-01 0918 Blanket Additional Insured The City of Palm Springs. its officials, employees, and agents are Additional Insureds as respects General Liability policy, pursuant to and subject to the policy's terms, definitions, Conditions and exclusions. Waiver of Subrogation applies to Additional insured, as respects General liability and Workers Compensation policies, pursuant to and subject to the policy's terms, definitions. Conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200E Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 USA � .5:-3 a / 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 14550 Torrey Chase Blvd, Ste 410 Houston TX 77014 MDG2024 00006125 01 �Itulggnlpthuglhllhmlhulirqln�llihh.11nl NO` City of Palm Springs , 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 We' are providing you with, a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do.you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information -for processing: 1. Confirmation that a certificate of insurance is no longer- required; or 2. E-mail address to send future certificates of insurance in.lieu of U.S. Mail delivery 3. Insured Code: ONDUTYH-01 4. This Certificate Number: 1469107321. To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. .Gallagher does not share your a=mail as detailed in our privacy policy found at https:// Vvww.ajg.com/us/pTiv,acy=policy/. ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNYYY) 10/9/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement a . PRODUCER CONTA T Client Service Team Arthur J. Gallagher Risk Management Services, Inc. _ wibNe . 833-391-6524 Ar I n:725-7353800 2850 Golf Road Rolling Meadows IL 60008 AWREss: Select Certficates a .com INSURERSAFFORDNG COVERAGE NAIC4 RECEIVED INSURER A: Evanston Insurance Company 35378 INSURED 0NOUTYH-01 INSURER B: SterStone National Insurance Company 25496 ON DUTY PLLCC;On P&T 15 2024 HealthEALTH xas,PLTEXAS, On Duty Health -Texas, PLLC; On Duty Health INSURERC:ChubbNationalInsuranceComa 1D052 INSURER D: Coalition Insurance Company On Duty Health LLC 2028 East Ben White Boulevard Ste 6VIffift OF THE CITY C I E: Ohio CasualtyInsurance Company24074 Austin TX 78741 IN9URER F COVERAGES CERTIFICATE NUMBER: 1469107321 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IHSR' RTYPE OF INSURANCE IWO WD POLICYNUMBER POLICY EFY POLICY UP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3AA742914 1/11/2024 1/11/2025 EACH OCCURRENCE $1,000,000 CLAIMSWADE a OCCUR _ $100,000 PREMISES Ea 1 ACED EXP (Any one person) $5,000 PERSONAL S ADV INJURY $E)duded GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,ODO X POLICY DJECT LOC PRODUCTS - COMP/OP AGG $Included s OTHER: AUTOMOBILE LIASIM E I.d Dnt L $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEOULEO AUTOS ONLY AL to S BODILY INJURY (Per apcMBnt) $ PROPERTYDAMAGE (PerBOOM) $ HIRED NON -OWNED AUTOS ONLY AUTOSONLY e UMBRELLA LIAR I X I OCCUR 73756X240AL1 1/11/2024 1/11/2025 EACH occuRRENCE $2,000,000 AGGREGATE _ $2,000,000 X EXCEsa L1 CLAINSIMACE CEO RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN.I ANYPROPRIETORIPARTNER,EXECUTIVE ❑ R/ OFFICEMEMBER EXCLUDED' N/A Y 71811212 2/26/2024 2/2612025 I PER STATUTE R E.L. EACH ACCIDENT $1,0001000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) K yyea, dasctlbe under DESCRIPTIONOFOPERATIONSbalpw E.L. DISEASE -POLICY LIMIT --- — $1000000 E __D_,0AWLaI,AIy Roarer -- -- C4NH9258445CYBER2024 BM068155411 8/5/2024 9/6/2024 8/5/2025 9/6/2025 Un i / ReMMbn _ sm 1 V OoO DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be anacbed if more anew is required) MEGL0009-01 0918 Blanket Additional Insured The City of Palm Springs. its officials, employees, and agents are Additional Insureds as respects General Liability policy, pursuant to and subject to the policy's terms, definitions, Conditions and exclusions. Waiver of Subrogation applies to Additional insured, as respects General liability and Workers Compensation policies, pursuant to and subject to the policy's terms, definitions. Conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200E Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 USA � .5:-3 a / 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 14550 Torrey Chase Blvd, Ste 410 Houston TX 77014 MDG2024 00006125 01 �Itulggnlpthuglhllhmlhulirqln�llihh.11nl NO` City of Palm Springs , 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 We' are providing you with, a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do.you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information -for processing: 1. Confirmation that a certificate of insurance is no longer- required; or 2. E-mail address to send future certificates of insurance in.lieu of U.S. Mail delivery 3. Insured Code: ONDUTYH-01 4. This Certificate Number: 1469107321. To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. .Gallagher does not share your a=mail as detailed in our privacy policy found at https:// Vvww.ajg.com/us/pTiv,acy=policy/. CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) NFPA Compliant Annual Physical & Wellness Assessments On Duty Health, PC Greg Batla greg@onduty.health provide the fire department with NFPA compliant annual physical & wellness assessments $413,895.60 3 years; October 14, 2024 to October 13, 2027 Yes Greg Batla, greg@onduty.health Kristin Batla, kristin@onduty.health Fire Department Wayne Seacrist 24P238 N/A Yes Yes Pending Procurement N/A No RFP 13-24 N/A N/A N/A 9/24/2024 Brian Sotak-Rossman Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 10/10/2024 Page 1 of 19 CONTRACT SERVICES AGREEMENT 24P238 NFPA COMPLIANT ANNUAL PHYSICAL AND WELLNESS ASSESSMENTS THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 14, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and On Duty Health, PC, a California Corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified vendor to provide NFPA Compliant Annual Physical Assessments for fire suppression safety personnel, (“Project”). B. Contractor has submitted to City a proposal to provide NFPA compliant annual physical assessments for fire suppression safety personnel , under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 2 of 19 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $413,895.60. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 3 of 19 Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on October 14, 2024, and ending on October 13, 2027, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Greg Batla, CEO. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 4 of 19 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Kristin Batla Chief Medical Officer and Co-Owner Brent Batla Chief Operation Officer and Co-Owner Greg Batla Chief Executive Officer and Co-Owner Wayne Dysinger Medical Director & Supervising Physician Sammy Gammenthaler Cardiologist Jerrod Songy Project Manager, Executive Director of Operations Erika Amthor Provider Kloe Kristophe Ultrasound Technologist Rasmus Dahl Clausen Exercise Physiologist 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 5 of 19 compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 6 of 19 adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 7 of 19 of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not 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; and further, that Contractor Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 8 of 19 is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: On Duty Health, PC Attention: Greg Batla 1752 E. Lugonia Ave., STE 117-4949 Redlands, CA 92373 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 9 of 19 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 10 of 19 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ON DUTY HEALTH, PC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______________ Item No. _______________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 10/7/2024 10/7/2024 10/10/2024 1H 10/10/2024 Page 11 of 19 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 12 of 19 1.1 Background: The City of Palm Springs Fire Department requires NFPA compliant annual physical assessments for fire suppression safety personnel. 1.2 Scope: A. Contractor shall provide full NFPA 1582, 1583 and WFI compliant annual assessment on site at 1300 S La Verne Way, Palm Springs, CA 92264. B. Contractor shall provide all necessary equipment to provide the services detailed within the scope. C. Contractor shall be able to provide up 9 consecutive workdays of on-site evaluations. D. Contractor shall provide full body ultrasound screening (onsite) including ultrasound imaging of the heart with function, aorta & aortic valves, carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic (women), testicular and prostate (men). Includes Radiology follow up upon findings. E. Contractor shall provide Maximal 12-lead EKG treadmill stress test (WFI protocol), including Cardiology follow up for abnormal findings (onsite). F. Contractor shall provide TRUE VO2 Max Testing (onsite). G. Contractor shall provide comprehensive laboratory blood work through Quest Diagnostics (PSFD has established Quest accounts) for continuity of medical history retention. Comprehensive laboratory work to include: 1. Comprehensive Metabolic Panel 2. Comprehensive Blood Count with differential 3. Lipid Panel with LDL/HDL Ratio 4. A1C Testing 5. TSH (Thyroid Stimulating Hormone) Testing 6. Testosterone Testing for all 7. PSA for all (males) 8. CA 125 for all (females) 9. FIT (Fecal Occult Blood Colorectal Cancer Screening) for all H. Contractor shall provide comprehensive urinalysis through Quest Diagnostics. I. Contractor shall provide a comprehensive physical assessment onsite. J. Contractor shall provide onsite vision testing. K. Contractor shall provide onsite Audiometry examination and testing. L. Contractor shall provide onsite skin cancer assessment. M. Contractor shall provide the Galleri multi-cancer early detection blood testing through Quest Diagnostics. N. Contractor shall provide individual, personal consultation post diagnostics to each candidate, onsite. Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 13 of 19 O. Contractor shall provide a Behavioral Health Assessment with Questionnaires & Oral Examination P. Contractor shall provide a Pulmonary Function Test (onsite). Q. Contractor shall provide resting EKG (onsite). R. Contractor shall provide muscular endurance and strength analysis. S. Contractor shall provide access for each candidate to a secure, electronic online portal to track their health results and obtain diagnostics orders. T. Contractor shall provide board certifications for all staff providing testing and counseling services to the City of Palm Springs. 1.3 Schedule: Work will commence upon issuance of notice to proceed and all work to be completed by end of contract term. 1.4 Compensation: Work will be compensated on per individual assessment completed. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. Payment will be made at the completion of all annual candidate assessments for the budgeted year. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 14 of 19 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 15 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 16 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 17 of 19 with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 18 of 19 authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Page 19 of 19 EXHIBIT “C” Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$0.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:On Duty Health, PC DBA: Owner:On Duty Health, PC Mailing Address: License Number:OC-007458-2024 Expiration Date:01/01/2999 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:1752 E. Lugonia Avenue STE 117-4949, Redlands, CA 92374 Business Description:Mobile Occupational Medicine company providing on-site health assessment services for the fire and police departments. TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/26/2024 Arthur J.Gallagher Risk Management Services,Inc. 2850 Golf Road Rolling Meadows IL 60008 Client Service Team 833-391-6524 725-735-3800 Select_Certificates@ajg.com Evanston Insurance Company 35378 ONDUTYH-01 StarStone National Insurance Company 25496ONDUTYHEALTH-TEXAS,PLLC On Duty Health –Texas,PLLC;On Duty Health PC; On Duty Health LLC 2028 East Ben White Boulevard Ste 240-4949 Austin TX 78741 Chubb National Insurance Company 10052 Coalition Insurance Company 1050682016 A X 1,000,000 X 100,000 5,000 Exluded 2,000,000 X Y Y 3AA742914 1/11/2024 1/11/2025 Included B X 2,000,000 X 73756X240ALI 1/11/2024 1/11/2025 2,000,000 C XY718112122/26/2024 2/26/2025 1,000,000 1,000,000 1,000,000 D Cyber Liability C4NH9258445CYBER2024 8/5/2024 8/5/2025 Limit /Retention $2M /$5,000 MEGL0009-01 0918 Blanket Additional Insured The City of Palm Springs,its officials,employees,and agents are Additional Insureds as respects General Liability policy,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Waiver of Subrogation applies to Additional insured,as respects General liability and Workers Compensation policies,pursuant to and subject to the policy's terms,definitions,conditions and exclusions. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 10 01 © ISO Properties, Inc., 2000 Page 1 of 1 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II – Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B.With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily in- jury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the site of the cov- ered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. 3AA742914 The City of Palm Springs, its officials, officers, employees, agents and volunteers Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 The City of Palm Springs, its officials, officers, employees, agents, and volunteers Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Workers' Compensation and Employers' Liability Policy Endorsement NumberNamed Insured ON DUTY HEALTH - TEXAS, PLLC Policy Number Symbol: Number: (25) 7181-12-12 Policy Period 02/26/2024 TO 02/26/2025 Effective Date of Endorsement 02/26/2024 Issued By (Name of Insurance Company) Chubb National Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 1%percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative WC 90 03 75 (05/18) Insured Copy 71811212 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/26/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A stat ement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 11550 Fuqua, Suite 205 Houston, TX 77034 CONTACT NAME: Credentialing Team PHONE (A/C, NO, EXT): 281-674-1420 FAX (A/C, No): 281-674-1460 E-MAIL ADDRESS: GSHIS@AJG.COM INSURER(S) AFFORDING COVERAGE NAIC # COMPANY A: Evanston Insurance Company 35378 INSURED On Duty Health PC 2028 E Ben White Blvd # 240-4949 Austin, TX 78741-6966 COMPANY B: COMPANY C: COMPANY D: COMPANY E: COMPANY F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS N/A N/A N/A EACH OCCURRENCE $ N/A COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $ N/A CLAIMS MADE OCCUR MED EXP (Any one person) $ N/A PERSONAL & ADV INJURY $ N/A GENERAL AGGREGATE $ N/A GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS – COMP/OP AGG $ N/A POLICY PRO- JECT LOC $ N/A AUTOMOBILE LIABILITY N/A N/A N/A COMBINED SINGLE LIMIT (Ea accident) $ N/A ANY AUTO BODILY INJURY (Per person) $ N/A OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ N/A HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ N/A $ N/A UMBRELLA LIAB OCCUR N/A N/A N/A EACH OCCURRENCE $ N/A EXCESS LIAB CLAIMS MADE AGGREGATE $ N/A DED RETENTION $ $ N/A WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY Y/N N/A N/A N/A N/A WC STATU- TORY LIMITS OTH- ER $ N/A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. EACH ACCIDENT $ N/A E.L. DISEASE – EA EMPLOYEE $ N/A E.L. DISEASE – POLICY LIMIT $ N/A A OTHER Medical Prof. Liability Retro Date: 01/07/2022 Type: Claims Made MKLV3PSM001136 01/07/2024 01/07/2025 Each Med. Incident: $1,000,000 Aggregate Limit: $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ADDITIONAL INSURED: On Duty Health PC CERTIFICATE HOLDER CANCELLATION City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$306.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:On Duty Health, PC DBA: Owner:On Duty Health, PC Mailing Address:1752 E LUGONIA AVE STE 117-4949 REDLANDS, CA 92374 License Number:OC-007458-2024 Expiration Date:10/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:1752 E LUGONIA AVE SUITE 117-4949, REDLANDS, CA 92374 Business Description:Mobile Occupational Medicine company providing on-site health assessment services for the fire and police departments. TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 27B272E2-50B4-417F-9F46-AD355C19FAE0