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HomeMy WebLinkAboutMESSENRI DBA LONGEVITY, INC. 1 - 2003 .' IÑSURiNCE ON FILE WORK MAY PROCEED UNTIL INSURANCE WIRES ¡-/9-o-LI CLERK OE COUNCIL Dl\1E 7(-.]-03 AGREEMENT t;!(f~ THIS AGREEMENT, made and entered into this j..-tJ day of ~~ l1S-1:;003 by h' and between Messreni dba LongevitYè Inc., a Calif~rnia corporation (hereinafter "Co~tr.actor"), r\ and the City of Santa Ana, a charter city and municIpal corporatIOn organized and exlstmg under the Constitution and laws of the State of California (hereinafter "City"). N-2003-O80 RECITALS A. The Contractor has offered to provide stroke, heart disease and cancer screenings to City employees, upon payment by those employees of the screening fees. B. City desires to make such screenings available to its employees. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform medical screening services as set forth in Exhibit A to this Agreement. 2. COMPENSATION Each employee will pay for his/her screening at the time of service by Contractor, at the rates set forth in Exhibit A, attached hereto. City is not responsible for screening fees for any employee. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2003, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, ajoint venture relationship, or : . to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (ii) 2 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Messreni dba, Longevity, Inc. 34188 Pacific Coast Highway Dana Point, California 92629 A party rnay change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other cornmunication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. , . 8. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. 9. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 10. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. 11. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 13. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, 4 , . approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 14. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indenmify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANT~ ~-'~ - AVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney BY:"~ .I..-tÜ; {)j? It!.." >' Latlfa Sheedy/ Assistant City Attorney RECOMMENDED FOR APPROVAL: h~ ~AULM. WALTERS I' Co' Chief of Police CONTRACTOR 1-~så~taAna Police Department Hosts: '1 STROKE, HEART DISEASE, AND CANCER SCREENINGS " On-site Preventive Health Screenings Wednesday, August 27, 2003 Community Room NEW! Complete Abdominal ScreeninQ - For early detection of cancer. Utilizes ultrasound to detect tumors, cysts & abnormalities in the liver, kidneys, pancreas, gall bladder & spleen. Abdominal Aortic Aneurysms are easily detected at their earliest stages during this procedure. $125 NEW! Cardiac EchocardioQram - Evaluates complete cardio function. Performed with color flow imaging which takes moving pictures of the heart. This non-invasive procedure detects valvular abnormalities, access for pericardial effusion, and intra cardiac tumors. Measures ventricular and atrial size and function, aortic root size and evaluates all cardiac valves for stenosis and regurgitation. $125 NEW! Pelvic Ultrasound - For early detection of cancer. Utilizes ultrasound to detect tumors, cysts, fibroids & other abnormalities in the uterus, ovaries, and endometrium. $75 NEW! Osteoporosis ScreeninQ - Ultrasound is utilized to measure the bone mineral density and bone loss estimation in males and females. This procedure can determine the risk of developing osteoporosis. $35 NEW! Colon Cancer ScreeninQ - Painless, non-invasive, FDA approved Fecal Occult Blood test. Fast home pro- cedure with immediate results. Utilized in all major hospitals. $15 CarotidlThvroid Ultrasound - Using Ultrasound to look inside the main arteries in the neck to detect any build-up of fatty plaque or clot formations which can cause a stroke. $55 Peripheral Vascular Screenina - Using near infrared technology to detect artery blockage in the main arteries coming from the heart to the upper and lower extremities. $55 Bodv Composition Analvsis - First FDA approved near infrared technology test. Receive a customized four page report that accurately measures your percentages of lean mass, fat and water. $15 Please call Longevity, Inc. toll-free at (888) 287-5662 to schedule an appointment We now accept Visa and MasterCard! . Painless . Non-invasive . No radiation' Provided by certified technicians THE TESTING PROCESS AND ALL TEST RESULTS ARE CONFIDENTIAL EXHIBIT A ! . ,: .\ . EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Travelers Property Casualty This endorsement modifies such insurance as is afforded by the provisions of Policy # 1660372X8910TCl'03 relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to 01/19/03 , this endorsement form as a part of 16600372X8910TCl'03 Msssreni. DBA: lDngevity Named Insured Countersigned by /~- " Authori Representative 6 Client#. 11546 LONGE A CORDm CERTIFICATE OF LIABILITY INSURANCE I DATE IMMIDDIYYVY) 01/22/04 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Ashbrook-Clevidence, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 575 Anton Blvd. #610 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE POLICIES BELOW. License #0188788 Costa Mesa, CA 92626 INSURERS AFFORDING COVERAGE NAIC# INSUR"D INSURER A' Travelers Property Casualty Messreni DBA: Longevity INSURER B, 34188 Pacific Coast Highway INSURER C Dana Point, CA 92629 INSURER 0' rJ-~OO3/0W INSURER E' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REDUIREMENT. 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTlV" POLICY EXPIRATION DATE MM{DDIYY DATE MMIDDIYY TYPE OF INSURANCE POLICY NUMBER 1660372X8910TCT04 01/19/04 01/19/05 A EACH OCCURRENCE DAMAGE TO RENTEÓ-- PI" MED EXP lAo, '"' P'~'") PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG LaC COMBINED SINGLE LIMIT IE'"dd,ot) ANY AUTO ALL OWNED AUTOS BOOIL Y INJURY IP"p'~oo) SCH"DULEDAUTOS HIRED AUTOS BODILY INJURY IP" "ddool) NON-OWNED AUTOS PROPERTY DAMAGE IP""""ot) AUTOONLY-EAACCIDENT $ EAACC $ AGG $ $ $ $ $ $ ANY AUTO OTHER THAN AUTO ONLY, EACH OCCURRENCE AGGREGATE EXCESSIUMBRELLA LIABILITY OCCUR D CLAIMS MADE DEDUCTIBLE RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Ify", d""ib, "d" SPECIAL PROVISIONS b,'ow OTHER E.L EACH ACCIDENT EL DISEASE - EA EMPLOYEE $ E.L. OISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES { EXCLUSIONS ADDED BY ENDORSEMENT {SPECIAL PROVISIONS City of Santa Ana, its officers, agents, employees and volunteers are named as additional insureds. *10 days for non-payment of premium. LIMITS ,$1.000.QQL- $100000 $5000 $1 000000 $2000000 $2 000 000 OTH- JAN29'O4 14'45 RC!JU CERTIFICATE HOLDER CANCELLATION City of Santa Ana Police Dept. AUn: Lt. AUn: Lt. Provence 60 Civic Center Plaza, 4th Fl. Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 #S9929/M9914 @ ACORD CORPORATION 1988 ~ IMPORTANT If Ihe certificale holder is an ADDiTiONAL INSURED, the policy(ies) musl be endorsed. A statement on this certificate does nol confer rights to Ihe certificate hoider in iieu of such endorsemenI(s). If SUBROGATION is WAIVED, subject to Ihe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does nol confer righls to Ihe certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificale of Insurance on the reverse side of this form does nol constitute a conlracI between the issuing insurer(s), authorized representative or producer, and Ihe certificate holder, nor does it affirmaliveiy or negaliveiy amend, extend or aiter Ihe coverage afforded by the policies listed thereon. 2/3 ACORD 25-5 (2001108) 2 012 #S9929/M9914 MESSRENI-, DBA: IDNGEVITY 1660372X8910Tcr04 COMMERCIAL GENERAL LIABILITY 01/19/04 - 01/19/05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance - The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. Y"tz.J /¿¡~~(~ 3/3 CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Includes Copyrighted Material from Insurance Services Office, Inc. Page 1 of 1