HomeMy WebLinkAboutOn Duty Health 2022-12-07COU No. 2223-152
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AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 7th day of December, 2022 (“Effective
Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and On
Duty Health, a corporation organized and in good standing under the laws of the state of Texas,
hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to NFPA-1582 Firefighter Health & Fitness
Assessments for fire personnel.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $15,132. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
Consultant to perform the Scope of Work as set forth in the attached Attachment B,
which shall include all indirect costs and expenses of every kind or nature, except direct
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expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment “A”. Consultant shall complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Changes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
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Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City’s
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager’s determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage –
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant’s
profession. Architects’ and engineers’ coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
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3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the Consultant's insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement.
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3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend one year
from date of final approved invoice.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceptability of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Best's
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coverage
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence, willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
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“Indemnify,” as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
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performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of Consultant's breach of contract.
7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
UKIAH VALLEY FIRE AUTHORITY ON DUTY HEALTH
ATTN: CHIEF DOUG HUTCHISON ATTN: GREG BATLA
300 SEMINARY AVENUE 1752 E LUGONIA AVE., STE 117-4949
UKIAH, CALIFORNIA 95482-5400 REDLANDS, CA 92374
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
ON DUTY HEALTH
BY: __________________________ ____________________
GREG BALTA Date
CHIEF EXECUTIVE OFFICER
85-21038444
IRS IDN Number
CITY OF UKIAH
BY: ____________________
SAGE SANGIACOMO Date
CITY MANAGER
ATTEST
____________________
KRISTINE LAWLER Date
CITY CLERK
Mar 5, 2023
Kristine Lawler (Mar 6, 2023 08:04 PST)
Kristine Lawler Mar 6, 2023
Keeping Firefighters
Healthy & Fit For Service
Firefighter owned
ATTACHMENT A
Proposal for
Ukiah, CA Fire Department
NFPA-1582 Firefighter Health
and Fitness Assessments
On-site Occupational Health
Providers Specialized in
Firefighter Health
Prepared For
Douglas Hutchinson, Chief
Proposed On
8-24-2022
Keeping Firefighters
Healthy & Fit For Service
On Duty Health
First Responder Health
512.655.3578
info@onduty.health
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92374
Dear Chief Hutchinson,
Thank you for your proposal request from On Duty Health regarding
your upcoming annual firefighter health & fitness assessments. We
take very seriously the high calling that it is to serve this critical
population. And we’re confident that we’ll provide you with expert
health assessments as well as excellent customer service.
Included in this proposal, you’ll find the outline of services we offer,
including a full NFPA 1582, 1583 and WFI compliant annual
assessment at your department. This includes a full body ultrasound
screening, comprehensive labs, a maximal 12-lead EKG treadmill
stress test (WFI protocol), TRUE VO2 Max testing, vision and
audiometry testing, muscular strength and endurance testing, in-depth
behavioral health assessment, and more.
Our medical record system is fully electronic, meaning that each of
your members will always have a secure online portal through which
they can track their health results year to year. And, we provide
administration with a department-wide analytics dashboard to help
inform your decisions on where to implement health improvement
plans, with our guidance.
We also hope to partner with you to offer continuing services such as
return-to-duty assessments, new hire assessments, health education
seminars, behavioral health support, nutrition counseling and fitness
training. Consider us your one-stop-shop for all your fire health needs.
Our Co-owner and Chief Operating Officer is a Fire Chief with 25+
years in the industry, bringing a firefighter-tailored experience and
perspective to everything we do. We practice evidence-based
medicine, following current peer-reviewed research, offering novel
cancer screening tools such as the Galleri Multi-Cancer Detection
Blood Test and Low Dose CT. Our physicians are board certified in
cardiology, radiology, dermatology, general and preventative medicine.
And our team of Physician Assistants, Nurse Practitioners, Ultrasound
Technicians, Exercise Physiologists, Counselors, Nutritionists,
Personal Trainers and Phlebotomists are all specifically trained in
firefighter occupational health.
Again, thank you for your request. I’m hopeful that we’ll be working
together soon to help keep your firefighters healthy and fit for service.
And please don’t hesitate to call or email us if you have any questions.
Warm regards,
Kristin Batla, PA-C
Chief Medical Officer, Co-owner
On Duty Health
Highlights
•Full NFPA 1582, 1583, and WFI
compliant annual assessment at
your department.
•Full body ultrasound screening,
including Radiology followup for
abnormal findings
•Maximal 12-lead EKG treadmill
stress test (WFI protocol), including
Cardiology followup for abnormal
findings
•TRUE VO2 Max testing
•Comprehensive labs and urinalysis
•Vision and audiometry testing
•Muscular strength and endurance
testing
•In-depth behavioral health
assessments
•Return-to-duty assessments
•New hire assessments
•Health education seminars
•Behavioral health support
•Nutrition counseling
•Fitness training
Company Profile
On Duty Health is a female and firefighter owned,
physician-led, customer-service-centered healthcare
company specifically specialized in mobile firefighter
health. We serve over 3,300 first responders in 68 cities
across Texas & California with our comprehensive
annual health and fitness assessments.
This company was founded specifically to improve health outcomes for
firefighters; a highly at-risk population. These risks include:
Cancers (NIOSH)
•9% higher risk of being diagnosed with cancer
•14% higher risk of dying from cancer
•Significantly higher risk for specific types of cancer
Cardiac Deaths (NFPA)
40-50% of annual duty-related fatalities
Behavioral Health Issues (IAFF)
19% experienced suicidal thoughts
27% struggled with substance abuse
65% suffer from PTSD
80% said asking for help would make them seem “weak”
With the above statistics in mind, our system has been designed to identify life
threatening issues early so a firefighter may have the best chance at not only
surviving, but thriving well into retirement. We are fully NFPA-compliant, but go
well beyond the NFPA standards by incorporating recommendations from IAFF
& IAFC, US Preventative Services Task Force, CDC, National Institute for
Occupational Safety and Health, American College of Cardiology, American
Heart Association, American College of Sports Medicine, OSHA, and the
research and experience of our own health team.
Proposal
Annual Firefighter Health & Fitness Assessments
A breakdown of the above items is provided on the next page, including additional
services offered and pricing.
Description Crew Unit Price Pricing
Standard NFPA-1582 / WFI Assessment 20 $659 $13,180.00
Comprehensive Labs & Urinalysis Included
Full Physical Assessment w/ Vision & Hearing Included
Maximal 12-lead EKG Treadmill Stress Test
w/Cardiology followup when indicated Included
TRUE VO2 Max Testing Included
Muscular Endurance and Strength Analysis Included
Ultrasound Enhanced Cancer Screening w/
Radiology followup when indicated Included
Behavioral Health Assessment Included
Heavy Metals Profile II, Blood (arsenic, cadmium,
lead, mercury) ($10/pp discount)4 $149 $596.00
Cholinesterase (HazMat) testing ($10/pp discount)4 $49 $196.00
Cardiology/Radiology Followup Contingency 20 $29 $580.00
Mobile Phlebotomy ($10/pp discount)20 $29 $580.00
*Total $15,132.00
Breakdown of Services
Item Description Pricing
Comprehensive Labs Mobile Phlebotomy (On-site draw fee. If all patients visit
LabCorp directly for their draws, this fee will not be charged)$39
Urinalysis Included
CBC (Complete Blood Count w/differential)Included
CMP (Comprehensive Metabolic Panel)Included
Lipid Panel with LDL/HDL Ratio Included
A1C (Glucose/Hemoglobin Diabetes Test)Included
TSH (Thyroid Stimulating Hormone)Included
PSA (Prostate Specific Antigen - Men) [included over 40]Included
FIT (Fecal Occult Blood Colorectal Cancer Screening)
[included over 40]Included
Physical Assessment Comprehensive Physical Included
Vital Signs Included
Vision Test & Audiometry Exam Included
Skin Cancer Assessment Included
Personal Consult with Review of Results Included
Personalized Health Plan with Nutrition & Exercise
Recommendations Included
Behavioral Health Assessment with Questionnaires & Oral
Examination Included
Fitness Assessment Pulmonary Function Test (Spirometry)Included
Resting EKG Included
Maximal 12-Lead EKG Treadmill Stress Test using WFI
Protocol. Includes Cardiology followup read when indicated Included
TRUE VO2 Max Testing Included
Metabolic Analysis w/ Body Composition Included
Muscular Strength, Endurance & Flexibility Evaluation Included
Ultrasound Enhanced
Cancer Screening
Includes ultrasound imaging of the heart with function,
aorta & aortic valves, carotid arteries, thyroid, liver, pancreas,
gall bladder, spleen, kidneys, bladder, pelvic (women), breast
(women), testicular and prostate (men). Includes Radiology
followup read when indicated
Included
Additional Services Available
Item Description Pricing
Cancer Labs Galleri Multi-Cancer Early Detection Blood Test (50+ cancers)$719
Cancer marker screening (CEA, CA 19-9, AFP, Amylase, Lipase)$99
CA-125 (ovarian cancer screening - women)$59
Cancer antigen 15-3 (CA 15-3) [breast cancer]$99
Other Labs COVID-19 Antibody Testing $99
Hepatitis A, B and C Test (Acute Hepatitis Panel)$49
QuantiFERON Gold TB (Blood test)$89
Medical Professionals Urine Drug Screen $99
Nicotine Screening (Urine)$49
HIV testing $49
Heavy Metals Profile I, Blood (arsenic, lead, mercury)$129
Heavy Metals Profile II, Blood (arsenic, cadmium, lead, mercury)$159
Cholinesterase (HazMat) testing $59
Testosterone levels $49
Radiology Chest X-ray: Reviewed by radiologist $129
New Hire & Return to
Duty
Available on an ongoing basis with regional scheduling (Send member to
us at a nearby agency). Same pricing as full assessment.
Standard
Mental Health
Support
Each health assessment comes standard with a written and oral
behavioral health assessment, designed for firefighters. For continued
support, we use counselors & therapists that are specifically trained to
meet the needs of your firefighter with PTSD support and more. Can be
offered on-site or through tele-medicine.
Variable
Pricing
Personal Training Our certified personal trainer can build individual or group packages to
improve health outcomes through customized workout routines and
demonstrations
Variable
Pricing
Nutrition Counseling Each health assessment comes standard with nutrition recommendations.
However, our licensed nutritionist can build individual or group packages to
work with your members for guidance in meal planning, shopping, cooking,
and more for enhanced health outcomes.
Variable
Pricing
Intent to Enlist Services
If you agree with the above proposal and base pricing, please sign and date below
indicating your intent to enlist our services.
Signatures:
“Customer”: Ukiah, CA Fire Department
____________________________
Customer Signature
____________________________
Print Name
____________________________
Print Title
____________________________
Date
____________________________
Kristin Batla, PA-C
Chief Medical Officer
“Company": On Duty Health
8-24-2022
____________________________
Date
Master Terms & Conditions
These Master Terms and Conditions (“MTC”) govern all use of the Services from
On Duty Health (“Company”) by the “Customer”, as defined in the Proposal/Purchase
Order (collectively the “Parties” and individually a “Party”).
1. Services. The Company shall provide the Customer’s employees with certain services
(“Services”). Services consist of an annual Firefighter Physical/Fitness
Assessment based on each member’s essential job functions as set forth in their
applicable job description. “Fitness Assessment,” as defined by the National Fire
Protection Association, includes a medical history evaluation, hands-on physical
exam, blood analysis, urinalysis, vision testing, audiometry testing, pulmonary
function testing, treadmill stress test with 12 lead EKG, cancer screening
elements, in substantial compliance with NFPA 1582, NFPA 1583, and WFI
(Wellness Fitness Initiative) standards.
2. Fee. The Customer shall pay the Company the fee set forth in the Proposal/Purchase
Order for each Fitness Assessment. The Customer shall remit payment to the
Company for all Services within thirty (30) days of receipt of the invoice. A 2%
late fee charge will be assessed after 30 days, and for each month thereafter that
the payment is delayed.
3. Modification and Cancellation of Purchase Order/Proposal. The Customer may cancel
or modify the Purchase Order/Proposal numbers, in whole or in part, without
penalty prior to six (6) weeks out from the date set for receiving the Services.
After this point, the Customer may not modify or cancel the Purchase Order and
shall be responsible for the fees for all Services described in the Purchase Order.
If Customer has an Employee(s) who will miss the assessments due to sickness or
other reasons (opting out, vacation, etc), the Customer will hold a “credit” for that
Employee, and may work with Company to schedule them (or another employee)
for their assessments at another time and place. This credit will remain valid for
two hundred (200) days from the start date of the current series of assessments.
It is not meant to be carried over into the next annual round of assessments.
More plainly: if you decrease the numbers of members we’re
expecting to see after the 6 week-out cutoff, we will still charge for the
full number of members listed on your proposal.
4. Employee List & Schedule. At least four (4) weeks before the Company performs the
Services, the Customer shall provide the Company with a list of all employees
that will receive the Services (based off of the “Roster Template” provided by the
Company). At least two (2) weeks before the Company performs the Services, the
Customer shall provide the Company with a Schedule of which Employees will be
seen at what date and time (based off of the “Schedule Template” provided by the
Company).
5. Equipment. The Company agrees to provide all equipment and supplies necessary for
the assessments, EXCEPT for a treadmill. The Customer agrees to provide a
properly functioning treadmill (with variable speed and variable incline) and
adequate space for the assessments to be conducted. 3 separate, private rooms is
preferred. A reliable WiFi connection and log-on information is required.
6. Location Reciprocity. The Customer agrees to allow a small number of members from
other departments, if any, to be seen on their premises. This allows for make-up
physicals if a member missed at a nearby department, return to duty or new hire
physicals. As such, other nearby departments will be granting such reciprocity to
The Customer. Other departments shall agree to hold harmless the hosting
department (The Customer) should any issue occur, such as an injury incurred by
the visiting member. Likewise, The Customer shall agree to hold harmless a
hosting department if a member visits another department for a similar reason.
Furthermore, On Duty Health agrees to hold harmless the hosting department
for any issue that may occur from the visiting member.
7. Expected Price Increases. The pricing listed in the proposal is valid for thirty (30)
days from the date listed on the cover sheet. Due to inflation, please expect a
~3-7% price increase each year (as per the Medical Price Index average), unless
signing a multiyear contract.
8. Limitation of Liability. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL
COMPANY BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON
CONTRACT, TORT (UNLESS WITHOUT LIMITATION NEGLIGENCE),
WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE
GROUNDS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
FURTHER, EXCEPT AS PROHIBITED BY LAW, THE CUMULATIVE,
AGGREGATE LIABILITY OF COMPANY (INCLUDING ATTORNEYS’ FEES
AWARDED UNDER THIS AGREEMENT) TO THE CUSTOMER AND ANY
OTHER THIRD PARTIES FOR ALL CLAIMS, LIABILITIES AND DAMAGES
ARISING OUT OF OR RELATING TO THIS MTC, WHETHER IN CONTRACT
OR TORT OR BY WAY OF INDEMNITY OR OTHERWISE, SHALL NOT
EXCEED: THE FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THE
TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE BREACH FOR
WHICH THE DAMAGES ARE CLAIMED.
9. Notice. All notices hereunder must be in writing to the other Party. If to the Company,
the notice shall be sent to:
Greg Batla
Chief Executive Officer
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92374
greg@onduty.health
10. Amendments. No amendment to, modification of, or termination of this MTC will be
effective unless it is in writing and signed by the Parties.
11. Force Majeure. The Company shall not be liable or responsible to the Customer, nor
be deemed to have defaulted or breached this MTC, for any failure or delay in
fulfilling or performing any term of this MTC when and to the extent such failure
or delay is caused by or results from acts or circumstances beyond the reasonable
control of the Company including, without limitation, acts of God, flood, fire,
earthquake, explosion, governmental actions, war, invasion or hostilities
(whether war is declared or not), terrorist threats or acts, riot, or other civil
unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-
outs, strikes or other labor disputes (whether or not relating to either party’s
workforce), or restraints or delays affecting carriers or inability or delay in
obtaining supplies of adequate or suitable materials, or telecommunication
breakdown or power outage.
12. Agreement. In signing the Proposal/Purchase Order above, you agree to the entirety
of terms and conditions set forth in this Master Terms And Conditions
agreement.
More Information
If you’d like to hear more about our system and how we’re leading the
way in firefighter health, check out this video presentation from our
CEO, Greg Batla:
Online
www.onduty.health
Contact
512.655.3578
info@onduty.health
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92374
Follow Us
@ondutyhealth