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HomeMy WebLinkAboutCoastal Occupational Medical Group dba Akeso Occupational Heal; 2024-11-20; HR2407Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 AGREEMENT FOR HEALTHCARE SERVICES COASTAL OCCUPATIONAL MEDICAL GROUP dba AKESO OCCUPATIONAL HEALTH THIS AGREEMENT is made and entered into as of the 20th day of November 20~ by and between the City of Carlsbad, California, a municipal corporation ("City") and Coastal Occupational Medical Group dba Akeso Occupational Health, an S- Corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in healthcare services including pre-employment medical testing. B. Contractor has the necessary experience in providing professional services and advice related to healthcare services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." Page 1 City Attorney Approved Version 5/22/2024 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty {30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend {with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" {as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. Page 2 City Attorney Approved Version 5/22/2024 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAie) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. Page 3 City Attorney Approved Version 5/22/2024 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City." 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Page4 City Attorney Approved Version 5/22/2024 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For Cit~: For Contractor: Name Paul Ho Name Josh Nielson Title HR Manager Title Vice President of Sales Dept Human Resources Address 7700 Irvine Center Drive, Suite 870 CITY OF CARLSBAD IRVINE, CA 92618 Address 1635 Faraday Ave Phone 213-932-9711 Carlsbad CA 92008 Email Josh.nielson@akesomedical.com Phone 760-621-1223 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes □ No ~ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Page 5 City Attorney Approved Version 5/22/2024 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. City Attorney Approved Version 5/22/2024 Page 6 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. City Attorney Approved Version 5/22/2024 Page 7 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. 18th November 24 Executed by Contractor this _____ day of _________ ~ 20 __ . CONTRACTOR Coastal Occupational Medical Group dba Akeso Occupational Health. an S corporation By:~ (sign here) Dennis Nesta, Chief Financial Officer Dennis.Nesta@akesomedical.com (print name/title) By: (sign here) Hannah Nguyen, Chief Operating Officer Hannah.Nguyen@akesomedical.com (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: Judy Von Kalinowski Human Resources Director SHERRY FREISINGER, City Clerk Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~ corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _Juw,i __ ·(us_r _n_Vt.u..-__ _ Deputy/ Assistant City Attorney City Attorney Approved Version 5/22/2024 Page 8 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 EXHIBIT A SCOPE OF SERVICES AND FEE The following fees will be in effect through December 31, 2025. At the beginning of each subsequent twelve (12) month period of this Agreement, starting with January 1, 2026, the Fees for the prior twelve (12) month period shall be automatically increased by three percent (3%). All vaccine prices may be adjusted annually based on market rates from the vaccine manufacturer. Service Rate Lead Surveillance Lead level, Blood $40 Zinc Protoporphyrin (ZPP) $45 Qualitative Respirator Fit Testing $65 TIGTA Training Academy Screening TIGTA Review $25 Vital (BP, Pulse) $15 Safe hearing Audiogram $38 Vaccine: Hepatitis A 1 $110 Vaccine Hepatitis A 2 $110 Hepatitis Vaccine 1 $90 Hepatitis Vaccine 2 $90 Hepatitis Vaccine 3 $90 Hepatitis B Titer $65 Respirator Exam Respirator Questionnaire $30 Physical-Basic $60 Respirator Questionnaire $30 DOT Urine Drug Screen $54 DOT Physical DL 51 $85 City Attorney Approved Version 5/22/2024 Page 9 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 Return to Work rapid DS $40 Hep B Booster $90 Livescan $25 Hourly On-Site Fee $100 Group II City of Carlsbad Audiogram w/ Interpretation $38 Complete Blood Count (CBC) $32 Comprehensive Metabolic Panel $35 Grip Strength Analysis $15 Pulmonary Function Test $60 TB Test $30 Vision Screening: Titmus $16 Physical -Basic $60 Respirator Questionnaire $30 $316 Group V: Special Exec and Light Physical Audiogram w/lnterpretation $38 Grip Strength Analysis $15 Pulmonary Function Test $60 TB Test $30 Vision Screening: Titmus $16 Physical -Basic $60 $219 Group I: Public Safety Police Chest 2 V Xray: Frontal & Lateral $65 Audiogram w/ Interpretation $38 Rapid DS -10 Panel $40 Complete Blood Count (CBC) $32 Comprehensive Metabolic Panel $35 Grip Strength Analysis $15 Lipid Panel $65 Pulmonary Function Test $60 Syphilis Testing $50 Vision Screening: Titmus $25 TB Test $30 Physical -Basic $60 Respirator Questionnaire $30 Stress Test -Treadmill with EKG $300 $845 City Attorney Approved Version 5/22/2024 Page 10 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 Group I: Public Safety FIRE Chest Xray: frontal & lateral $65 Audiogram w/ Interpretation $38 Prostate-Specific Antigen Test $45 Rapid DS -10 Panel $40 Complete Blood Count (CBC) $32 Comprehensive Metabolic Panel $35 Grip Strength Analysis $15 Lipid Panel $65 Pulmonary Function Test $60 Syphilis testing $50 Vision Screening: Titmus $25 TB Test $30 Physical -Basic $60 Respirator Questionnaire $30 Stress Test Treadmill with EKG $300 $890 Group Ill Moderate Exertion Complete Blood Count (CBC) $32 Comprehensive Metabolic Panel $35 Grip Strength Analysis $15 Pulmonary Function Test $60 Syphilis testing $40 Audiogram w/ Interpretation $38 TB Test $30 Physical -Basic $60 Respirator Questionnaire $30 $340 Fit For Duty Exam Physical Results Report Physical -Return to Work T2C $250 Peace Officer Bundle w/Cardio Xray: Chest, 2v Frontal & Lateral $65 Audiogram with Interpretation $38 Complete Blood Count (CBC) $32 Comprehensive Metabolic Panel $35 Grip Strength Analysis $15 Lipid Panel $65 Physical -Basic $60 Pulmonary Function Test $60 Rapid DS -10 Panel $40 City Attorney Approved Version 5/22/2024 Page 11 Docusign Envelope ID: CB2AE307-6BE2-4778-BCAF-CEA938AC148A HR2407 Respirator Questionnaire $30 Stress Test -Treadmill with EKG $300 Syphilis Testing $50 TB Test $30 Titer: Hepatitis B Surface Antibody $65 Titer: MMR & Varicella Zoster Pan $70 Vision Screening: Titmus $25 $980 Respirator Clearance Questionnaire $30 TB Skin Test $30 TB Tspot $85 TB Converter Xray: Chest, lv $55 MMR/Varicella Titer $70 Vaccine MMR $110 Vaccine: Varicella (Chicken Pox) $185 Annual Surveillance FIRE T-Spot/PPD Screening $85 Xray: Chest, 2v Frontal and Lateral $65 Respirator Questionnaire $30 TB Test $35 Titer: MMR & Varicella Zoster $70 Vaccine: MMR $110 $395 Flu Vaccine and T-Spot Onsite T-Spot $85 Vaccine: Flu $32 Hep B Booster-follow with Titer 30 days Hepatitis B Vaccination Booster $90 TB Skin Test $40 Hepatitis B Vaccine Series $90 City Attorney Approved Version 5/22/2024 Page 12 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 10/2/2024 Marsh & McLennan Agency LLCMarsh & McLennan Ins. Agency LLC1 Polaris Way #300Aliso Viejo CA 92656 Jeff Davis 949-544-8481 Jeff.Davis@MarshMMA.com License#: 0H18131 Travelers Indemnity Company of CT 25682 AKESO Travelers Property Casualty Co of Amer 25674Kain Akeso Medical Holdings, LLC7700 Irvine Center Drive, Suite 870Irvine, CA 92618 NOVA Casualty Company 42552 209145778 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X Y P6309T03583ATCT23 12/1/2023 12/1/2024 2,000,000 B 1,000,000 X BA9T0365612343G 12/1/2023 12/1/2024 B X X 3,000,000CUP9T03663A234312/1/2023 12/1/2024 3,000,000 BC X N UB3W4531882443GBBWWK1000100801 2/19/20247/2/2024 2/19/20257/2/2025 1,000,000 1,000,000 1,000,000 City of Carlsbad1635 Faraday AveCarlsbad CA 92008 RE: City of Carlsbad is included as additional insured as respects to General Liability per attached endorsement. Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 ACORD® ~ I ~ I f--D □ f-- - R □ □ f-- f--- f--f-- ~ f-- f--R I I I I I □ I Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 SCHEDULE OF NAMED INSUREDS NAMED INSURED AND MAILING ADDRESS KAIN AKESO MEDICAL HOLDINGS, LLC 7700 Irvine Center Dr Suite 870 Irvine, CA 92618 SCHEDULE OF NAMED INSUREDS Coastal Occupational Medical Group dba Akeso Occupational Health Cheshire Medical Corporation DBA ProCare Work Center Injury KAIN AKESO MEDICAL HOLDINGS, LLC COMM RCI L G NERAL IAB L TYEAELII PO I Y UMBE :IS UE DATE:L C N R S T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E SCHEDULED ADDITIONA INSUREDL (Incl des Products-Completed Operations If Required By Conturact) Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w COMM RCI L G NERAL IAB LI Y COVERAG PA TEAELITER SCHEDU E O ADDIT ONAL NSURED AND CO ERED OP RATIO SLFIISVEN NAME F P RSON O O GANIZATI NOERRO: P OJE T/O ATION O CO E ED OP RATION :R C L C F V R E S P O ISIONRVS The i surance prov ded to such ad it onal insured isnidi subje t o he o lo ing p ov sions:c t t f l w r iThefolowing i added tols SE TI N II –WHO IS ANCO INSU EDR:a.If the Lim ts o Insurance o thi Cov rage Partiffse shown in the De laratio s ex eed the m nim mcnciu l m t requi ed by the written co tra t oiisrncr ag ee ent,the i surance prov ded to thermni addi ional insured wil be lim ted to suchtli m nim m required lim ts. Fo the purpo e oiuirssf de erm nin whet er thi lim tat o applie , thetighsiins a.m nim m im t requi ed by the wri ten co tra t oiulisrtncr ag ee ent will be co sidered to include thermn m nim m lim ts o any Umb el a o Ex essiuifrlrc l ab l ty cov rage requi ed fo the addi ionaliiierrt i sured by that writ en con ra t o agreem nt.n t t c r e Thi prov sion will not increa e the l m t osisiisf i suran e de cribed in Se tioncscn III –Lim t Ofisb.If a d only to the ex ent that such injury o,n t ,r In urance.sdamaeiscased by a ts o om ssio s o yo ogucrinfur y ur subco tra tor in the perfo m nce o "y uoncrafor b.The insurance prov ded to such addi ionalit work on or fo the project or at the lo atio ,"r ,c n i sured does not ap ly o:n p t shown in the Schedule Of Additio al Insuredsn (1)An Cov red Operat on , to whi h the wri tendeisct cont a t o agreem nt applie .S ch perso orcresunr organi ation doe not quali y a an addi ionalzsfst i sured wit re pect to the i dependent a ts onhsncr om ssions o uch pe son or organiza io .i f s r t n CG 2 47 04 19D Pa e 1 o 2gf With respect to liability for "bodily injury"or "property damage"that occurs,or for "personal caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect;and injury" © 2018 The Travelers Indemnity Company. All rights reserved. Any person or organization shown in the Schedule Of Additional Insureds And Covered Operations that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 COMM RCI L G NERAL IAB LITYEAELI (a)The preparin ,approv ng, or fa li g togiin (c)The nature and lo ation o any inj ry ocfur prepa e or approv , ma s, shop dama e ari ing out o the "o cur en erepgsfcrc" drawi gs, opin on , reports, surv y ,or o fe se.n i s e s f n fi l orders or change orders, or theed (2)If a cla m is ma e or "sui "i brought agai stidtsnprepaig, approv ng, or fail ng tornii the ad it onal nsureddii:prepa e or app ov ,drawings andrre (a)Im e ia ely re ord the spe i i s o themdtccfcfspeiiaios;andcfctn cla m or "suit an the date re eiv d; andi"d c e(b)Su erv so y,in pe t on, archi ect ral opirscitur (b)No i y us a soo a practi able and seetfsnscengineerinatvte.g c i i i s to it that we re eiv wri ten noti e o thecetcf (2)Any "bodi y inju y or "prope ty dam gelr"r a "cla m or "suit a soon ai"s s caused by "y ur wo k an in luded in theor"d c (3)Im e ia ely send us cop es o all legalmdtif"produ ts-om leted o erat on hazard"c c p p i s pape s receiv d in conne tio with the clairecnmunessthewritencontat o ag ee entltrcrrm or "sui ", coopera e with us in thettspeiialyrequiesyuto prov de suchcfclroi i v stigat on o se tlem nt o the claim oneirtefrcovrage fo that addi ional in ured durinertsg de e se against the "sui ", and o herwisefnttthe oli y pe iod.p c r com ly wit all pol cy o ditio s.p h i c n n c.The ad itional insured m st com ly with thedup (4)Te der the de ense and i dem i y o anynfnntffolowig dutie :l n s cla m or "sui "to any prov der o otheitifr i suran e which woul such addi ionalncdt(1)Giv us wri ten no i e as soon aettcs i sured fo a lo s we Howev r,thisnrseoan"o cur en e o an o fe se whi h m yfcrc"r f n c a condi ion doe not a f ct whethe thetsferreult i a clai . To t e ex en possible suchsnmhtt, i suran e prov ded to such addi io alncitnnoiceshould in l de:t c u i sured i prima y to ot er insurancensrh(a)How,when an where the "o cur en edcrc"av ila le to such addi ional insured whichabtor o fe se too pla e;f n k c cov r that person or organi ation a aeszs(b)The nam s and add e se o any i ju ederssfnr name i sured a de cribed i Paragraphdnssn 4.,pe sons an witne se ;andrdss Ot e In uran e o Se tionhrsc,f c IV –Com e cialmr ondit on .C i s Pa e 2 o 2gf CG 2 47 04 19D practicable cover cover. General Liability © 2018 The Travelers Indemnity Company. All rights reserved. practicable. Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 10/2/2024 Marsh & McLennan Agency LLCMarsh & McLennan Ins. Agency LLC1 Polaris Way #300Aliso Viejo CA 92656 Jeff Davis 949-544-8481 Jeff.Davis@MarshMMA.com License#: 0H18131 Travelers Indemnity Company of CT 25682 AKESO Travelers Property Casualty Co of Amer 25674Kain Akeso Medical Holdings, LLC7700 Irvine Center Drive, Suite 870Irvine, CA 92618 NOVA Casualty Company 42552 209145778 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X Y P6309T03583ATCT23 12/1/2023 12/1/2024 2,000,000 B 1,000,000 X BA9T0365612343G 12/1/2023 12/1/2024 B X X 3,000,000CUP9T03663A234312/1/2023 12/1/2024 3,000,000 BC X N UB3W4531882443GBBWWK1000100801 2/19/20247/2/2024 2/19/20257/2/2025 1,000,000 1,000,000 1,000,000 RE: City of Carlsbad is included as additional insured as respects to General Liability per endorsement to follow. City of Carlsbad1635 Faraday AveCarlsbad CA 92008 Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 ACORD® s~ I ~ I ~ □ □ ~ ~ ~ □ □ - -- -~ -- -H I I I I I □ I Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 SCHEDULE OF NAMED INSUREDS NAMED INSURED AND MAILING ADDRESS KAIN AKESO MEDICAL HOLDINGS, LLC 7700 Irvine Center Dr Suite 870 Irvine, CA 92618 SCHEDULE OF NAMED INSUREDS Coastal Occupational Medical Group dba Akeso Occupational Health Cheshire Medical Corporation DBA ProCare Work Center Injury KAIN AKESO MEDICAL HOLDINGS, LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 10/2/2024 Marsh & McLennan Agency LLCMarsh & McLennan Ins. Agency LLC1 Polaris Way #300Aliso Viejo CA 92656 Jeff Davis 949-544-8481 Jeff.Davis@MarshMMA.com License#: 0H18131 Allied World Surplus Lines Ins Co 24319 AKESO Kain Akeso Medical Holdings, LLC7700 Irvine Center Drive, Suite 870Irvine, CA 92618 2122672361 A Professional LiabClaims MadeRetroactive Date: 3/1/2021 03137349 3/1/2024 3/1/2025 Each ClaimAggregate LimitDeductible $1,000,000$3,000,000$10,000 RE: Evidence of Coverage. City of Carlsbad1635 Faraday AveCarlsbad CA 92008 Docusign Envelope ID: 039DFDCE-0A08-4F92-B2F8-3A096F8B79A4 ACORD® s~ I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I