HomeMy WebLinkAboutFD Wellness/Fitness Program Services 2018AGREEMENT FOR PROFESSIONAL SERVICES
FOR SAN RAFAEL FIRE DEPARTMENT
WELLNESS/FITNESS PROGRAM SERVICES AGREEMENT
This Agreement is made and entered this ~ day of ltvJ/15 r 2018, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and HEALTHY IREFIGHTERS USA, INC.,
a 501(c)(3) corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CITY desires to engage CONTRACTOR to provide certain wellness/fitness
program services to CITY and its firefighters;
WHEREAS, CONTRACTOR desires to render professional wellness/fitness program
services to CITY and its firefighters.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Fire Chief is hereby designated the PROJECT
MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the
progress and execution of this Agreement.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Robert Antonacci is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR
shall notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as follows:
shall provide, and/or cause to be provided, the wellness program services described on Exhibit "A"
attached hereto to CITY and its firefighters.
CONTRACTOR shall provide any required equipment necessary for completing
aforementioned tests detailed in Exhibit "A", unless otherwise specified.
CONTRACTOR shall make every effort to complete testing in timely manner.
CONTRACTOR shall complete testing in four (4) days per shift, for a total of twelve (12) total
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days of testing. Both CONTRACTOR and CITY agree an additional one ( 1) day per shift for a
total of three (3) additional days is acceptable.
CONTRACTOR shall treat all individually-identifiable health information as
confidential in accordance with all applicable laws, including without limitation (i) the Health
Information Portability and Accountability Act of 1996, as amended from time to time, and any
regulation and official guidelines (as amended from time to time) promulgated under that Act
("HIP AA").
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows:
CITY shall provide adequate, semi-private space for the performance of
CONTRACTOR'S services, within station apparatus bays. CITY will make a treadmill and a
stationary bicycle availability, if requested by CONTRACTOR.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR as detailed in Exhibit ''B" attached hereto, provided that in no event shall the
total compensation payable to CONTRACTOR under this Agreement exceed $23,680.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be one (1) year commencing on the date of execution of this
Agreement.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen ( 15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision ofthis Agreement without the prior written consent
of the other.
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D. Return of Documents. Upon termination, any and all CITY documents or materials
provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection with
its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with
CITY or its agent in any such audit or inspection.
9 . ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of the
other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising
hereunder shall be void and of no effect.
10. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death,
bodily injury, personal injury, or property damage.
2. An automobile liability (owned, non-owned, and hired vehicles) insurance
policy in the minimum amount of five hundred thousand dollars ($500,000) dollars per occurrence.
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover
any claims arising out of the CONTRACTOR's performance of services under this Agreement.
Where CONTRACTOR is a professional not required to have a professional license, CITY reserves
the right to require CONTRACTOR to provide professional liability insurance pursuant to this
section.
4. If it employs any person, CONTRACTOR shall maintain worker's
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compensation insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall
be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance policies
shall be primary with respect to any insurance or coverage maintained by CITY and shall not call
upon CITY's insurance or self-insurance coverage for any contribution. The "primary and
noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form
CG20 010413.
3. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall include, in their text or by endorsement, coverage for
contractual liability and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, terminate or otherwise modify the tenns and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
5. If the insurance is written on a Claims Made Form, then, following termination
of this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: ( 1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater.
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C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT
MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance
evidencing the insurance coverage required in this Agreement; (2) a copy of the policy
declaration page and/or endorsement page listing all policy endorsements for the commercial
general liability policy, and (3) excerpts of policy language or specific endorsements evidencing
the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain
a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure
to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance
shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney.
11. INDEMNIFICATION.
A. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release,
defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees
and volunteers (collectively, the "City lndemnitees"), from and against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert
fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of
CONTRACTOR'S performance of its obligations or conduct of its operations under this
Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is
caused or contributed to by the active or passive negligence of the City Indemnitees. However,
to the extent that liability is caused by the active negligence or willful misconduct of the City
lndemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to
the City Indemnitees' share of liability for the active negligence or willful misconduct. In
addition, the acceptance or approval of the CONTRACTOR' s work or work product by the CITY
or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's
indemnification obligations. In the event the City lndemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or
operations under this Agreement, CONTRACTOR shall provide a defense to the City
lndemnitees or at CITY'S option reimburse the City lndemnitees their costs of defense,
including reasonable attorneys' fees, incurred in defense of such claims.
B. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
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12. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
15 . NOTICES.
All notices and other communications required or permitted to be given under this Agreement,
including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to
be notified . Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the
date of deposit with the United States Postal Service. Notice shall be given as follows:
TO CITY's Project Manager:
TO CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Christopher Gray-Fire Chief
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Robert Antonacci
Healthy Firefighters USA, Inc.
2907 Q Street
Eureka, CA 95501
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
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the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AGREEMENT --AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incmporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR
under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
19. WANERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent
acceptance by either party of any fee, performance, or other consideration which may become due or
owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation
by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance
or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
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(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE/ OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year
first above written.
CITY OF SAN RAFAEL HEAL THY FIREFIGHTERS USA, INC.
By: a ave--
ROBERT ANTONACCI, President
ATTEST:
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
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EXHIBIT A
PROGRAM SERVICES
1. Lifestyle Questionnaire
2. Blood Profile
• Glucose •
• BUN •
• Creatinine •
• Cholesterol •
• HDL •
• LDL •
• Triglycerides •
• Total Bilirubin •
Calcium
Phosphorus
Sodium
Potassium
Chloride
Uric Acid
Total Protein
Albumin
3. Resting Blood Pressure & Heart Rate
4. Height & Weight
5. HearingNision Screening
6. Respiratory Assessment (Pulmonary Function)
• FVC
• FEV
•
•
•
•
•
•
•
•
Alkaline
Phosphates
LOH
SGOT/AST
SGPT/ALT
Globulin
A/G Ratio
Chol/HDL Ratio
GGT
7. Body composition (Skinfold analysis & Bio Electrical Impedance)
8. MAX VO2 12 Lead EKG treadmill exercise test with measured 02 and CO2
9. Maximum Grip strength
10. Maximum Isometric Bicep Strength
11. Four Minute Plank
12. Maximum push-ups with 50 pound weighted vest
13. Vertical jump
14. Horizontal Pull Ups with 40 pound weighted vest
15. Maximum Squat and Toe Raise with 50 pound weighted vest
16. Sit & Reach Flexibil;ity
17. Physical performance standards score
18. Physical fitness age scores
19. Health age scores
20. Computerized Reports And Consultation
• Reports on screening parameters
• Heart disease risk reduction profile
• Back injury and pain prevention program
• Exercise program recommendations (strength, cardiovascular & flexibility)
Nutrition recommendations
21. Corporate Summary Report
• Group summary analysis displaying average scores, number of participants in
high risk ranges and overall recommendations.
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EXIDBITB
PRICE SCHEDULE
CITY shall pay CONTRACTOR $350.00/ participant for services listed in Exhibit A 1-18.
CITY shall pay CONTRACTOR $20.00/participant for LabCorp draw fee.
ADD ON SERVICES:
CITY shall pay CONTRACTOR according to the following schedule:
$75.00 each for CRP blood profile screening for firefighters 40 and over.
$25.00 each for CBC blood profile addition.
$175.00 each for Heb B Titer and TB Quantiferon Blood Test
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Fire
Project Manager: Christopher Gray
Extension: 3084
Contractor Name: Healthy Firefighters USA
Contractor's Contact: Bob Antonacci
Contact's Email: fitapp@yahoo.com
□ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
b . Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise , and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
4 Project Manager When necessary, * contractor-signed agreement
agendized for Council approval
*PSA > $20,000; or Purchase> $35,000 ; or
Public Works Contract> $125,000
Date of Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager Forward signed original agreements to City
Attorney with printed copy of this routing form
6 City Attorney Review and approve hard copy of signed
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8 City Manager/ Mayor Agreement executed by Council authorized official
9 City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
1 1, r i
d
8/3/2018
8/13/2018
8/13/2018
8/16/2018
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9/25/2018
10/1 /!tr
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10/10 / If
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REVIEWER
Check/Initial
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