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HomeMy WebLinkAboutSUNRISE MULTISPECIALIST MEDICAL CENTER WILLIAM H. NUESSE, M.D. AND MARY ANN NUESSE, D.O.) A-2025A76 car,X ,31 2025 D"VI': . e M CONSULTANT AGREEMENT WITH SUNRISE MULTISPECIALIST MEDICAL Tu i+ Bcwnlpz.) CENTER THIS AGREEMENT is made and entered into on this 1 st day of January, 2026 by and between William H.Nuesse,M.D. and Mary Ann Nuesse,D-O.,a California Medical Corporation, doing business as Sunrise Multispecialist Medical Center, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of occupational medical services including but not limited to: pre-employment assessments, pre-placement or pre-assignment testing for current employees being considered for Department of Transportation ("DOT") positions, fitness for duty examinations, DMV physical examinations, urine and breath specimen collection, laboratory analysis, Medical Review Officer responsibilities, and DOT mandated drug and alcohol testing. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant 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 Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials,tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services -Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,the rates and charges identified in Compensation -Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed two hundred thousand dollars and zero cents ($200,000.00). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Consultant agrees to execute the Pagel of$ #2103028vl City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2026 and end on December 31,2028, with the option for the City to grant two (2), one (1) year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. Page 2 of 8 #2103028v1 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section i of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant 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 challenging the validity of this Agreement, or 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.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. #2103028vl Page 3 of 8 H. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement, c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards,to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. Page 4 of 8 ##2103028v t e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed, religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Consultant or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case Page S of 8 #2103028v1 such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by 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. 18. PROFESSIONAL LICENSES Consultant 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. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 #2103028vl CONSULTANT AGREEMENT WITH SUNRISE MULTISPECIALIST MEDICAL CENTER THIS AGREEMENT is made and entered into on this 1st day of January, 2026 by and between William H.Nuesse,M.D.and Mary Ann Nuesse,D.O.,a California Medical Corporation, doing business as Sunrise Multispecialist Medical Center, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of occupational medical services including but not Iimited to: pre-employment assessments, pre-placement or pre-assignment testing for current employees being considered for Department of Transportation ("DOT") positions, fitness for duty examinations, DMV physical examinations, urine and breath specimen collection, laboratory analysis, Medical Review Officer responsibilities, and DOT mandated drug and alcohol testing. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant 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 THE, in consideration of the mutual and respective promises,and subject to the terms and conditions hereinafter set forth,the parties agree as follows: I. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement,the tasks and obligations including all labor,materials,tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services-Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensations -Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed two hundred thousand dollars and zero cents ($200,000.00). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the Page I of 8 #2103028v1 City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2026 and end on December 31,2028,with the option for the City to grant two (2), one (1) year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. Page 2 of 8 #2103028v1 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors,special counsel, and representatives from liability: (1)for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant 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 challenging the validity of this Agreement, or 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.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement, including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of Cnal payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 3 of 8 ##2103028v1 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code,whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CaIPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. Page 4 of S #210302Svl e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b)and (c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color,creed, religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case Page 5 of 8 #2103028v1 such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16, WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy.No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by 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. 18. PROFESSIONAL LICENSES Consultant 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. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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 fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 #2103028vl With courtesy copies to: Executive Director, Human Resources Agency City of Santa Ana 20 Civic Center Plaza(M-34) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Sunrise Multispecialist Medical Center Attention: William H.Nuesse, M.D., Medical Director or Mary Ann Nuesse, D.O., Project Manager 867 South Tustin Street Orange, California 92866 Fax: 714-771-1420 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 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. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify 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: 3 `� CITY OF SANTA ANA ennifer a Alvaro Nunez City Manager Page 7 of 8 #2103028vl APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney /����t�,,nn allo..—n4a By. I r �» y� 1,(�} William H.Nuesse,M-D, Oct 5,2025 17:04:01 PDT) Laura A. Rossini William H. Nuesse Chief Assistant City Attorney Medical Director RECOMMENDED FOR APPROVAL: �7-"Idt�� Lori Schnaider Executive Director Human Resources Agency Page 8 of 8 #2103028vl EXHIBIT A SCOPE OF SERVICES #2103028v1 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. I. GENERAL REQUIREMENTS Consultant shall be an independent contractor capable of providing experienced, knowledgeable, licensed and professional staff. Consultant shall be responsive and maintain excellent working relationships with City residents, businesses,government officials and City staff. Consultant shall provide adequate staffing levels at all times and adhere to established schedules. Consultant shall comply with all federal, state and local laws, rules, regulations, ordinances, and statutes, including but not limited to the Americans with Disabilities Act (ADA), the Health Insurance Portability and Accountability Act (HIPAA), the Federal Motor Carrier Safety Administration (FMCSA) rules and regulations, the U.S. Department of Transportation (DOT) rules and regulations, and the California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) Upon award of the Agreement, City shall work with Consultant to develop effective implementation protocols to ensure Services commence on June 30, 2025. II. DESCRIPTION AND SCOPE OF SERVICES A. The City of Santa Ana is issuing this RFP for a medical services; such program to include organizing, scheduling, managing, and/or evaluating a comprehensive range of medical services and examinations, including but not limited to: i. For prospective and current City employees to perform the duties of the position for which they are being considered (pre-employment assessments), using pre-determined medical protocols for each job classification; such protocols may be modified by the physician, in consultation with the City's Executive Director of Human Resources, or his/her designee, as is necessary to make a determination as to suitability for employment; ii. For current City employees being considered for employment in Department of Transportation (DOT) and non-DOT positions requiring pre-placement or pre-assignment drug screens; iii. Fitness for Duty examinations (industrial and non-industrial), and provide reports and recommendations regarding the suitability of current employees to continue to perform their duties; iv. Urine and breath specimen collection, laboratory analysis and Medical Review Officer (MRO) responsibilities; V. Department of Motor Vehicles (DMV) Driver's License physical examinations; vi. DOT-mandated drug and alcohol testing of employees considered 'safety sensitive'as defined under DOT regulations and City policy. Consultant shall ensure all such testing complies with DOT testing procedures as per 49 CFR, Part 40; such testing to include pre-employment and pre-assignment City of Santa Ana RFP 25-065 Page 16 of 32 (9) CITY OF SANTA ANA B. City shall be responsible for the organization, scheduling, and management of DOT and non-DOT "reasonable suspicion" drug and alcohol testing, and DOT "random" and "post-accident" drug and alcohol testing. Consultant shall evaluate or facilitate evaluation of the results of said testing, in accordance with the provisions of the Agreement and relevant laws and regulations. C. Consultant shall ensure that clinics used for DOT-related drug and alcohol testing maintain a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA)- certified laboratory throughout the entire term of the awarded agreement, including any extension periods. Consultant shall ensure turn-around time from specimen collection to obtained test results shall be a maximum of three (3) working days for a negative test, and a maximum of five (5) working days for a positive test. D. Depending on job classification, pre-employment and pre-assignment medical examination processes may include:job profile review; review of medical history; check vital signs; detailed vision exam, including check of near/far/peripheral vision, Ishihara 14 and primary color; audiogram (if classification has specific occupational noise exposure or critical hearing demands); chest x-ray; EKG or treadmill stress EKG, Spirometry; chem panel 20; CBC w/diff; dipstick UA, or UA w/Micro (to lab); venipuncture & collection. E. Provide reports as requested by City Human Resources staff to include quarterly and annual summaries as required under the DOT. F. Consultant shall maintain all books, documents, papers, accounting records, treatment records and other evidence pertaining to the fee paid under this Agreement in accordance with State and Federal laws, but for no less than three (3) years after date of final payment under the Agreement and make such materials available for purposes of litigation or audit by duly authorized agents of any governmental entity. G. Consultant's documents shall not be used, duplicated, or disclosed to any third party without written permission from the City, unless such disclosure is required by law. H. Any Agreement changes which are mutually agreed upon by and between the parties shall be incorporated in written amendments to the Agreement. I. If the circumstances on a particular hearing and/or court proceeding warrant the presence of a competent and knowledgeable representative of the Consultant, in the sole discretion of the City, City will request and contractor shall provide such representative, at no additional cost to City. J. Maintain a network of qualified and trained medical providers and medical specialists for necessary exams. K. Manage all bill review functions for the medical exams performed by clinics. L. Individual medical exams, such as post exposure, fit for duty, or others, may include one or more of the following: audiogram, back X-ray, blood lead level ZZP, blood screens — 7 panel drug screen, blood chemistry profile (SMA 24 or equivalent), complete blood count(CBC wldiff), chest X-ray, DMV physicals, electrocardiogram, Hepatitis "A" blood screen, Hepatitis "B" blood screen, Hepatitis "B" booster, Hepatitis "B" titer, Hepatitis "B" vaccine, Hepatitis "A" vaccine, Hepatitis "C" blood screen, HIV blood screen, Pulmonary function test, Respirator Fit Test, Respirator Physical, Respirator City of Santa Ana RFP 25-065 Page 17 of 32 (9) CITY OF SANTA ANA Questionnaire if PX is not required with clearance, TB test, Urinalysis with microscopy (UA wimicro), Urinalysis with dipstick (Dipstick UA). City of Santa Ana RFP 25-065 Page 18 of 32 EXHIBIT B COMPENSATION #2103028v1 i Sunrise Multispecialist Medical Center SERVICES PROVIDED Scope of Services The following physical examination categories list the basic physical examination. The full services to be performed for each physical exam categories will be developed in collaboration with the Executive Director of Human Resources or their designee. These additional services are listed below in the categories of Drug Screens,Other Services,Vaccines/Immune Titers, Labs,Mask Fit Respirator Testing and Clearance Evaluation and other services. $65.00-Pre-Employment/Pre-Assignment Medical Examinations and Screenings: Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip in house, Vision:snellen&basic color,hernia check 120.00-Police Officer Medical Examination and Evaluation per Peace Officer Standard Training POST Medical Examination Evaluation Protocols: Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip in house, Vision:snellen,basic color,and peripheral vision,hernia check,audiogram $300.00-Stress Treadmill Test $100.00-EIB Protocol $70.00-X-Ray Lumbar $50.00-PFT Pulmonary Function test $40.00-EKG $15.00—CBC $15.00-CMP $40.00-Lipid Panel $15.00-Isbihara Color Vision Test 65,00-Executive Medical Examination and Screenin Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip in house, Vision:snellen&basic color,hernia check $40.00-EKG $15.00-C©C $15.00-CMP $40.00-Lipid Panel 6 . , urination and Screening: $65 00-Post-Exposure Medical Examination -,� Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip in house, Vision:snellen&basic color,hernia check -COVID,Needlestick or other testing as warranted—See pricing below $90.00-Fit for Duty/Return to Work Examination/Evaluation: Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip In house, Vision:snellen&basic color,hernia check -Additional fee for review of more than 20 pages of medical records:.$50.00 per 100 pages 65.00-_DMV Commercial Motor Vehlcle Driver Physical-Exam and Evaluation Physical Examination: Includes:Physical examination,Vital signs(height,weight,blood pressure,respirations,pulse,and temperature),UA dip in house, Vision:snellen,basic color,and horizontal field of vision,hernia check,whisper hearing test Page 15 Sunrise Multispecialist Medical Center Drug Screens: $45.00-Breath Alcohol Test $35.00-DS Basic 9 Panel NON-DOT send out Quest $45.00-DS Rapid 10 Panel Drug Screen $45.00-DS DOT Drug Screen send out Quest $90.00-DS Oral Fluid Saliva 40002N 8 Panel $90.00-DS Oral Fluid Saliva 40004N 7 Panel $90.00-DS Oral Fluid Saliva 40068N Marijuana $50.00-MRO fee;Positive Substance results $5.00 -MRO fee:Negative results:$5.00 Other Services: $10.00-Lift Test:waist to chest $10.00-Lift Test:floor to waist $10:00-Snellen Vision $10.00-Near Vision:Titmus $10.00-Peripheral Vision test(near/far peripheral) $10.00-Basic Color Vision $15.00-Ishihara Color Vision 14 Plates $30.00-Audlogram $50.00-PFT Pulmonary function/Spirometry Test $40.00-EKG $70.00-X-Ray Lumbar $45.00-X-Ray Chest $100.00-EIS Protocol(Exercise induced Bronchospasm) Mask Fit Respirator Testing and Clearance Evaluation: $50.00-Mask/Respirator Fit Test Qualitative $15.00-OSHA Respirator Questionnaire $50.00-Spirometry/Pulmonary Function Test $45.00-Chest X-ray 2 view Vaccine/immune Titers: $95.00-Vaccine Hepatitis B Adult $35.00-Vaccine Flu $200.00-Vaccine MMR $68.00-Vaccine Td-Tetanus&Diptherla $35.00-TB Skin Test $150.00-Quantiferon TB Blood Test $25.00-Venipuncture Lab Draw $37.00-Titer Varicells Zooster AB IgG $30.00-Titer Rubella Antibody IgG $25.00-Titer Hepatitis C Antibody $25.00-Titer Hepatitis B Surface Antibody AS Quantitative $30.00-Titer Mumps Virus IgG 3 $25.00-Titer Measles AB IgG $50.00 Titer MMR i Sunrise Multispecialist Medical Center Page j 6 Labs: $30.00-Blood Lead Level $120,00-Needle Stick Panel(HIV,.Hep B,Hep c) $50.00-COVID Rapid Test $120.00-COVI D Nasal PCR test $5.00-UA dipstick In-house $18.00-Urine with microscopy send out to lab $15.00-CBC w/differential $15.00-CMP $40.00-Lipid Panel $5.00-Glucose Finger stick Test $25.00-Venipuncture Lab Draw $40.00-HIV 1/2 AG/AB,4 W/RF Clandestine Lab Exposure/Hazmat Evaluation: $120.00-Initial Office Consult(includes Review of Health History Hazmat Questionnaire Form and OSHA questionnaire),Vitals;height, weight,blood pressure,pulse.,temperature,pulse oxygen. $90.00-Follow Up Office Consult. $45.00 X-ray Chest 2 views $90.00-X-ray Chest 2 views with Report by B-Reader Certified Radiologist $430.00-Lab Studies: i CBC w/diff Basic Metabolic Panel Hepatic Function Panel i Sedimentation.Rate C-Reactive Protein ANA Screen,IFA w/reflex to Titer and Pattern Urinalysis;dipstick w/reflex microscopic Cholinesterase,serum 812./Folic Acid Thyroid Panel with TSH Protein Electrophoresis w/Total Protein and Reflex to IFE,serum Mercury,urine 24 hour Mercury,serum/plasma Lead,venous Lipid Panel w/reflex to direct LDL $120.00-Hazmat Surveillance Physical Exam&Evaluation:. -Hazmat Surveillance Exam,Questionnaire,Vitals:height,weight,blood pressure,pulse,temperature,pulse oxygen Audiogram,Blood Lead Level,CBC w/diff,CMP,.Lipid Panel,PFT Pulmonary Function Test,OSHA Questionnaire,treadmill Stress Test,UA dip In House,X-Ray Chest(PA and Lateral views) $45,00-X-ray Chest 2 views $90.00-X-ray Chest 2 views with Report by B-Reader Certified Radiologist i B Page 7 EXHIBIT C INSURANCE REQUIREMENTS #2103028v1 Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal&advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Consultant has no employees. • Professional Liability (PL): with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Julie Hoang, Human Resources, M-24, Santa Ana, CA 92701. The name and location of the project or event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. F: {E -> DATE(f,:►MIOD(YYYY1 •- CERTIFI+CATE OF LIABILITY INSURANCE Q�M1/DD/ THIS CERTIFICATE15ISSUEPASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTINCATEHOLDER.THIScrRrIFICATEDOESN T'AFFIRMATIVELYORNEGATIVELY AMEND,EXTEND OR ALTER THE CUVERAGC AFFORDCO BY l'HE POLICIES BELOW.'THIS COITIFICATEOF INSURANCE DOES NOT CONSI ITUTE ACONTRACT BETWEEN THE ISSUING INSURER(S), AUtJ10RIZPr)REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER- ; :..'---- ---- _------------- ...... IMPORTANT:ifthecartilh:alaholdurlsna ADDITIONAL INSURED.The poBcy(ies)muse hove ADDITIONAL INSURED proVlslom.orheendomed.IrSUBROGsA710MISWAiVEta,suhJe"to the ter isand 1 conditions of the policy,cartainPoliciesInayrequireanendorttroent.AoatementonthisrartlBcatadoaanotcoafcrrightstoJim:re ifrciiteholder Vol Ilea afsuelrendorseawnl(s): 1 {PRODUCER CONTACT .----�-- ----.-_..___ NAME: Theresa StmCs Theresa 8inTes(9744876) A—a PHONE -R E —tlsf t . .r_A._x 17165 Nowhopo$t Ste F (A/C,NOExr):794.9R6.3Q00 � -_-96_6--_3,0..1_3------------ ):7 14 Fountain Valley CA 92708-4230 _ . i.;. �..,.. ._.---._.- -...___....__ _.__................. INSURER(S)AFFORDING COVERAGE NAICIJ � INSURE❑ INSURERA: Tnick insurance)Exchonge 21709 1 i iNSURER6: farmers insurance Exchange 21662 William F1 Nuesse M,D.and Mary Anne Nuesse D,U � A Medical Cprppratson, INSURERC7 Mid CarTlury lnSUraISCe CDmpany 21687 INSURERD dba:Sunrise MultIspeciallst Medical Center ------- 8G7 8 TUSTIN 5T.ORANGE CA 920M INSURERE: INsURER F: _ COVERAGES CERTIFICATE N UM RER: REVISION NUM5211L I III#141Sr0CFlIt"MYTt-IATIHEPOLICIiSOk04SURANCLUSFL-0BE LOW IIAVE6CEPIISSIAL210tt1LINSURLUNAML ABOVE fORTiq:POLIC:YPERIi0iNUiCATEUNOIWITIJSTANDINGANY --- - 1ReO1 41--A4f-NT-IrRMORCONIATIL'iNOFANYCONTRACIOROTHERf]OCIJMFNTWIT11rifSPEf-ITOWHICHLI WWERTWICATr MAY BE!SSIRA)OR MAY PERT+liN,TtIrIFf51tRANCEs}FFCtBhE�U(aYTtlt 1 i'(It ICIESUtSCITIBEUHErRE:INls9URJECT'toALLIHETEQMIS ,EXCLUSIONSANOCIlNDl DW,0FSUCtrPOLIC'IES.LIMIIy514OWNMAYtrAVEBEENRT:UUCEDBYPAIDCLAIMS_ 1 - _ - lNSR AODT4 SUrTR �'` POLICY ErF_ POI.iCY E3tP t T'IPEOFINSURAr4CE �--- PDIICYNLIMBi:R —.---`_..._.._�-_.._ ErMITS - LTR { iNSO WVD (NIM/00/yVYY) (MfsrT/oolyYYY) COMMERCIAL GENERAL EACHOCCLIRRENCf S --- I ; _ z,I�nu t3114]: aecura DAMncE rasrMlEO j`t:InlriS-+Y1ADF DAMASESST:aCtcaurrr•n;e) MEDEXP(Anyonaplroiu a 100001 — - A I Y Y 602378276 05129/2025 +76129f202d nER5C)rJALaADVINJsIRv t 2,000;004; W } l GCN l AGGREGATE LIMIT APPt1ESi PER: GENCRAL AGGREGATE r l I f PROOUCTS-COMP/OPAGG ) 2,00f1,40ty i PtJUCY PRt>IC.r7 t�_Ir I t... -OTKV 9 I 1 AUTOMOaILELIABILITY �.--_ COMBINEOSINGIELfMFT i_..F I Eu acduenrJ 2,C100.004, i I I AF3`1UT0 I OuDILY iN t1J,Y U Plr'un)�b......... f s .._.._ . 1 I I ownErjAUTUS SCHEDULED { A BODILY INIURY(Pt,arcideolI S f)NLY AUTOS N 02376276 0612912025 05512912026 I rTrKOAUrns NcrrttTWNEtr ARLJP01Y DAMAGE x f Q"tY AUTOSONLY Mel accldent) v ; I„3 1 t t i UMBRELLALIAR OCCUR C•ALFIr;TCGUFtREirCL 5. _ 01"SS LIAO CLAIMS MADC AGGREGATE b t 3 nEn FF REIrNTTOtv2 I __ ....... t _1_ WORKERSCOMPENSATEOI4 ' PER 7 }O.fIIriR AND EMPLOYERS'LIARILITY i STATUTE i b r - ANYPhrJPrd"0t/PAW'NCR/ V/i; E,l. EACr1ACCIDENI b MCUTIVE 0r"F#CErVMtMRER N/A EXCI.UOED'(Ma(ldatOrylnNH) I.DISEASE fACMPLOVC[ t It ye,.ur-scr4r Under DESCRIPTION(lE -S ! C)Pc RATIONS tict)w l f L.DISI'ASr.-Pt3tiCY[Wit 3 DESCRIPTION OF OPFRATIONS/LOCATIONS/VCNLCLES(At`ORD 101.Arlditional Remai ksSthedule,may bo attachod if mare sj)ace is ris ILOred) 667 S TU5TIN ST,ORANGE,CA 9286C tattliffeate of Insurance shall provide 30days prior written notloe. Tu TTaTI DI9K.U"lgnedby Tu Iran Nguyen PPR®li/�`/'► r l pate 2025.as3o APPROVED 9I'LL:/ I r N U E'I'1,4 te:ss erne-_- -,- By To Trap Nguyen at 2:17 pm,May 8U,2025 y CERTIFICAT P HOLDER CANCELLATION SHOULOANYOFTHEABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE ExP)RATION RISK MANAGEMENT DIVISIORI DATETwEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH lilf POLICY PROVISIONS : 20 CIVIC CENTER PLZ AurwctRlx�r�RfJ=RESENTATtvE ��� _— SANTA ANA CA 92701 ACORD 25(2016/03) =E)19$8-20 I S ACORD CORPORATION.All Rights Reserved 0.1769 11.15 The ACO RD narne and logo are registered InarkS of ACORD _l a .._.... ---.. -------------------------------- CCC7U1'EItA'i'll'L' OF CE1111FICATE OF COVET AGL Cavcraage tllrough Uecorubtr 31,2025 Member. William IL Nucssc,MI) 867 S Tustin Ave Omega.,CA 92866 Thii cart[licale aotdlons that, on the data Move. the obov[YImmud physivian i\ a inl.jabcr of the Cwpurutivo of AITIOIkUn _ Physicians, .im. (CAP) anti a parileipall1 ill till, mown]; Protection Tnist MPT 4 mi Gtlntcorporaw l imerindcrnnity armngemew arpoJiud lntder CsslHomia inmiranve C.nde -wetion 1280.7. Thii ecti icale omleo an fights npwi the memint avid does not ninead,extent,ar alley Ilac coveolge I[Irurded under the terms,com nimis aunt twitisiurls or Iiia av1P'i'Agreement. Membership Number Maarilool Spilrially Covarape Bata Ralr000tivo Coverage Dote 13924 Family Medicine,Willi Millar April 1,2004 F'chmary 1,2002 Surgery Subspecialty Coverago(Claims made and paid) Currant I,rift of t.IHblilly $1,000,000 rot-alI Claims nosed. lvlsdical.Prafhssiallal Liability Coverage It nn all OwIlTence Y 8 A i $3,000,000 each calwidar year } } aggregate i lIW naallat)er MINI KA110ill a Member in pod standing or arm age ror TA Coverage I'Dr m[y open or polontiol Claim that may ari.qC i durilig Ile} Coverage Iacriurl. Neilhcr CAP nor Mly)" unricrinke any ublig[ltion to advise any party, other Ihnn the munctl member. of a ity a:hangvs to fir terlainalioil Ilrillis coverage. Crrallel lltivc af'A11><t 1•iciln Physielslns,Inc. January M,2025 .5 Alfred Ua I..tvn 17n1e Vice lamidcni,Membership Sorvires kbdunt I'rutec[inar'Crurt APPROVE® By Tu Tran Mguyon at 2.18 pm,May 30,2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ++��+�o POLICY NUMBER: 602378275 j 7L 38 1 st Edition lemh FARMERS INSURANCE ADDITIONAL INSURED- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COVERAGE FORM APARTMENTOWNERS LIABILITY COVERAGE FORM CONDOMINIUM LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Persons)Or Organization(s): CITY OF SAWFA ANA s officers o Icia s,emp oyees Wo unteers Information required to complete this Schedule,if not shown above,will beshown in the Declarations. A. The following is added to Paragraph C.Who Is An Insured of the applicable Coverage Form: Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury"caused,in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted bylaw;and b. If coverage provided to the additional insured is required bya contractor agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provideforsuch additional insured. B. With respect to the insurance afforded to these additional insureds,the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance of the applicable Coverage Form: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contractor agreement;or 2. Available underthe applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms of the pollcy. J7238-ED 1 02-9 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 937238 J7238101 THIS ENDORSEMENT CHANCES THE POLICY,PLEASE READ IT CAREFULLY. Orh FA R M E R 9 E3306 INSURANCE 1st Edition WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 05/30/2025 602378275 Effective Date Policy Number This endorsement modifies insurance provided underthe following: BUSINESSOWNERS COMMON POLICY CONDITIONS-BP0009 SCHEDULE Name of Person or Organization: CITY OF SANTA ANA its officers officials,employees&volunteers (if no entry appears above,information required to complete this Endorsement must be shown in the Declarations as applicable to this endorsement.) The provisions of the Businessowners Common Policy Conditions are modified by this endorsement as follows: Condition K.Transfer Of Rights Of Recovery Against Others To Us in the Businessowners Common Policy Conditions is amended by the addition of the following: 3. We waive any right of recovery we may have againstthe person or organization shown in the Schedule above because of payments we make for injury or damage arising out of you r work done under contract with that person or organization and included in the products-completed operations hazard.This waiver applies only to the person or organization shown in the Schedule above. This endorsement is part of your policy.It supersedes and controls anything to the contrary.it is otherwise subjectto all the terms of the policy. E3306-ED1 6-97 Includes Copyrighted Material of Insurance Services Office,Inc.,with its permission. Page l of 1 91-3306 E3306101 A V CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD1YYYY) 09/30/2025 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 pollcy(les) 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($). PRODUCER Calhoun&Associates CONTACT NAME: Carmen Ponce DBA:Integrity Advisors (AtH NN Exr: 800-500-9799 we Ne,714-664-0614 14771 Plaza Drive,Ste C E-MAIL carmen Inte rit advisors.com ADDRESS: g y" Tustin CA 927$0 @l INSURERS AFFORDING COVERAGE NAIC# INSURER A:REPUBLIC INDEMNITY CO OF AMERICA 19739 INSURED William H.Nuesse,M.D.and Mary-Ann Nuesse,D.O. INSURER B: Sunrise Multispecialist Medical Center INSURER C: 867 South Tustin Street INSURER D: ORANGE CA 92866 INSURER E: INSURER 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 TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDDIYYYY MWDD/YYYY COMMERCIALGENERALLIABILITYLi EACHOCCURRENCE $ 11 CLAIMS-MADE OCCUR DAMAGES(RELATE PREMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ LOC JECT PRODUCTS-COMPIOPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $ Ea accident ANY AUTO BODILY INJURY(Par person) $ OWNED SCHEDULED BODILY INJU AUTOS ONLY AUTOS RY(par accident) $ HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY per accident UMBRELLALIAB OCCUR DO EACHOCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION ,/ STATUTE OTH AND EMPLOYERS'LIABILITYER A ANYPROPRIETORIPARTNERIEXECUTIVE YIN 256017-04 08/01/2025 08/01/2026 E.L.EACHACCIDENT $1,000,000 OFFICERIMEMBEREXCLUDED9 Y� N I A (Mandatary In NH) E,L.DISEASE-EA EMPLOYEE $1,000,000 It yes,describe under 11,000,000 � O�d o00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ r r Digitally signed Tu Tr an hyTuTran Nguyen 00 Date:2025.10.07 DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES (ACORD 101.Additional Remarks Schedule,maybe attached it more space is required) ' The Waiver of Subrogation applies to the City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers. APPROVED By Tu Tran Nguyen at 10:45.am,.Oct Q7.,2,025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attention: Human Resources Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California City of Santa Ana, Operations of the named insured Attention: Human Resources Department 20 Civic Center Plaza, CA 92701 Santa Ana, CA 92701 The premium charge for this endorsement shall be$250. This charge will be billed at the final audit. WC 00 03 13 1 of 2 (Ed. 04-84) Insured Copy ©1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of California Company Number 27561 Insured William H Nuesse MD and Mary Ann Nuesse Do, a Medical Corp Policy Number 256017-04 Endorsement Number 12 Endorsement Effective August 01, 2025 Printed On October 03, 2025 Countersigned by : I WC 00 03 13 2 of 2 (Ed. 04-84) Insured Copy 01983 National Council on Compensation Insurance. 0 COOPERATIVE OF AMERICAN PHYSICIANS CERTIFICATE OF COVERAGE Coverage through December 31,2026 Name of Covered Entity: William H Nuesse MD And Mary Ann Nuesse DO A Medical Corporation DBAs (if any): Sunrise Multispecialist Medical Center This certificate confirms that,effective on the date below,the above-named Covered Entity has medical professional liability coverage described in the Mutual Protection Trust(MPT)Agreement,Part 1,subject to all terms,conditions,and exclusions therein.MPT is an unincorporated interindemnity arrangement organized under California Insurance Code section 1280.7. This certificate confers no rights upon the Covered Entity and does not amend,extend or alter the coverage afforded under the terms,conditions and exclusions of the MPT Agreement. Covered Entity Entity Number Effective Date Retroactive Coverage Date William H Nuesse MD And Mary 1906 1/l/08 02/01/2000 Ann Nuesse DO A Medical Limits of Liability Corporation Shared Limits of Liability PE3 Separate Limits of Liability Coverage(Claims made and paid) Current Limits of Liability $1,000,000 For all Claims based upon an Occurrence Medical Professional Liability Coverage $3,000,000 Each calendar year aggregate The Covered Entity must maintain coverage through MPT for any open or potential Claim that may arise during the Effective Period. Neither CAP nor MPT undertakes any obligation to advise any party,other than the above-named Covered Entity,of any changes to or termination of this coverage. Cooperative of American Physicians,Inc. December 29,2025 Alfred DeLeon Date Vice President,Membership Services On Behalf of Mutual Protection Trust APPROVED By Tu Tran Nguyen at 3:49 pm,Jan 21,2026