HomeMy WebLinkAboutItem No. 07 - Amend. No. 1 PSA OPATS Consulting Svs. COVID-19 ComplianceCity Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 21-375
Agenda Date: 10/26/2021 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 7)
Amendment No. 1 to the Professional Services Agreement with OPATS Consulting Services to
Perform COVID-19 Compliance and Third-Party Risk Assessment for Fiscal Years 2021-22
through 2023-24
Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services
Agreement with OPATS Consulting Services to perform COVID -19 Compliance and Third-Party Risk
Assessment for Fiscal Years ending June 30, 2022, 2023, and 2024 in an amount not to exceed
$40,000 annually in substantially the form attached and in such final form as approved by the City
Attorney.
Page 1 City of Lake Elsinore Printed on 10/21/2021
REPORT TO CITY COUNCIL
To: Honorable Mayor and Members of the City Council
From: Jason Simpson, City Manager
Prepared by: Shannon Buckley, Director of Administrative Services
Date: October 26, 2021
Subject: Amendment No. 1 to the Professional Services Agreement with OPATS
Consulting Services to Perform COVID-19 Compliance and Third-Party Risk
Assessment for Fiscal Years 2021-22 through 2023-24
Recommendation
Approve and authorize the City Manager to execute Amendment No. 1 to the Professional
Services Agreement with OPATS Consulting Services to perform COVID-19 Compliance and
Third-Party Risk Assessment for Fiscal Years ending June 30, 2022, 2023, and 2024 in an
amount not to exceed $40,000 annually in substantially the form attached and in such final form
as approved by the City Attorney.
Background
OPATS Consulting is a third-party risk assessor, owned and operated by physicians, nurses, and
support staff with its Clinical Lab and Infusion Center. The Board-Certified Medical Team
specializing in Clinical Pathology, Toxicology, Epidemiology, Infectious Disease, and Internal
Medicine, can help businesses expertly navigate the swiftly-changing landscape of infectious
disease compliance and pandemic management. They know we provide critical goods and
services to our community and can ill afford work stoppages due to the complex and often
confusing regulatory and compliance challenges facing our HR Department. They understand
and their team can help City staff stay safe, on the job, and productive. OPATS Consulting is
uniquely positioned to provide expert guidance through the tangled web of regulatory compliance
due to its role as a third-party risk assessor. They obtain informed consent from the employee to
regularly assess their ongoing risk in the workplace, to provide testing and vaccination services,
and to inform the employee when he or she is safe to return to work. Thier professionally qualified
medical and administrative teams are experts in infectious disease prevention, treatment, and
compliance. They are intimately acquainted with the regulatory hurdles presented by ADA,
HIPAA, GINA, Worker’s Compensation, EEOC, Cal/OSHA, and the CARES Act. By obtaining
consent from the employees, OPATS can ask employees those things that employers are not
allowed to ask. Therefore, accurately assess risk while protecting the City from liability.
Professional Services Agreement
October 26, 2021
Page 2 of 2
Discussion
OPATS will provide testing and/or vaccination for all employees and their families. They will then
put you in a colored tier that allows the City to identify who is a high-risk factor and should work
from home, and those who can come back to work. By doing this, they work with the employees
and the company to reduce transmission and facilitate risk containment. OPATS will provide
same-day testing and results to all employees that are participating in the Program. They provide
comprehensive vaccination services, including booster doses. They have COVID-19 expertise
available to both employers and employees should concerns and questions arise, and they can
provide substantial resources. They have created these services and tools to help businesses
operate safely and efficiently. They have customizable and adaptive tools to better support our
City staff through the implementation of their Employee Health Management Program.
The City of Lake Elsinore retained OPATS Consulting as a third-party COVID-19 Risk Assessor
to assist everyone and help us manage SB1159, which turns the Governor's prior Executive Order
regarding workers compensation liability for COVID-19 into an actual law that will be in effect
through January 1, 2023. The new law creates potential liability for employers regarding COVID-
19 "outbreaks" in the workplace. Normally, to receive workers' compensation benefits, an
employee's burden shows that injury or illness occurred during employment. However, under the
new law, the burden is on the employer to show that the employee did not contract COVID-19 at
the place of employment. OPATS Consulting's comprehensive COVID-19 case support and non-
intrusive contact tracing provide supporting documentation that can be submitted to substantiate
against claims that COVID-19 originated in the workplace.
Fiscal Impact
Funding of $40,000 will come from the available Human Resources division as incorporated in
the FY21-22 Annual Operating budget.
Exhibit
A – Agreement
A1- Proposal
B – Original Agreement
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
OPATS Consulting Service
COVID-19 Risk Assessment and Analysis
This Amendment No. 1 to Agreement for Professional Services is made and entered into
as of 10/26/2021, by and between the City of Lake Elsinore, a municipal corporation (“City), and
OPATS Consulting Service, LLC., a Limited Liability Corporation (“Consultant”).
RECITALS
A. The City and Consultant have entered into that certain Agreement for Professional
Services dated as of 12/14/2020, (the “Original Agreement”). Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings set forth for such terms in the
Original Agreement.
B. The Original Agreement provided for compensation to Consultant in an amount of
Thirty Thousand dollars ($30,000.00).
C. The Original Agreement had a term that commenced upon execution of the
Agreement and continued until the services and related work are completed in accordance with
the Consultant’s Proposal (Exhibit A to the Original Agreement).
D. The Consultant has completed the Phase One services and the parties desire to
extend the term of the Original Agreement and increase the Compensation thereunder to provide
Phase Two continuous monitoring services through June 30, 2024 as set forth in this Amendment
No 1.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, City and Consultant agree as follows:
1. Section 2, Term, of the Original Agreement is hereby amended to read in its
entirety as follows:
Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall continue in full force and effect for a period commencing
upon execution of this Agreement and ending June 30, 2024. The City
may, at its sole discretion, extend the term of this Agreement on a 12-
month basis not to exceed 2 additional twelve (12) month renewal terms
by giving written notice thereof to Consultant not less than thirty (30) days
before the end of the contract term, such notice to be exercised by the City
Manager.
2. Section 3, Compensation, of the Original Agreement is hereby amended to read in
its entirety as follows:
Compensation to be paid to Consultant shall be in accordance with the fees
set forth in Consultants' Proposal (Exhibit A), which is attached to this
Agreement and incorporated herein by reference. ln no event shall
Consultant's compensation for services provided pursuant to the Original
Agreement exceed Thirty Thousand dollars ($30,000.00) without additional
written authorization from the City. For purposes of Amendment No. 1,
compensation for Phase Two of the Scope of Services as set forth in Exhibit
A, shall not exceed Forty Thousand dollars ($40,000.00) per fiscal year
during the Term or any renewal term without additional written authorization
from the City Council.
Notwithstanding any provision of Consultant's Proposal to the contrary, out
of pocket expenses set forth in Exhibit A shall be reimbursed at cost without
an inflator or administrative charge. Payment by City under this Agreement
shall not be deemed a waiver of defects, even if such defects were known
to the City at the time of payment.
3. Except for the changes specifically set forth herein, all other terms and conditions
of the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed
on the respective dates set forth below.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
“CONSULTANT”
OPATS Consulting Services, LLC.
City Manager
Date:
Click or tap here to enter text.
Date: __
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Director of Administrative Services
Attachments: Exhibit A-1 – Consultant’s Proposal
EXHIBIT A-1
CONSULTANT’S PROPOSAL
[ATTACHED]
AGREEMENT FOR PROFESSIONAL SERVICES
OPATS Consulting Seruice
COVID-19 Risk Assessment and Analysis
This Agreement for Professional Servlces (the "Agreement") is made and entered into as
of December 14,2020, by and between the City of Lake Elsinore, a municipal corporation ("City")
and OPATS Consulting Service, a LLC ("Consultant").
RECITALS
A. The City has determined that it requires the following professional services:
COVID-1 I risk assessment and comprehensive data analysis for City employees.
B. Consultant has submitted to City a proposal, dated December 14,2020, attached
hereto as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional
services to City pursuant to the terms of this Agreement.
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to perform the services described in this Agreement on the terms and conditions
described herein.
D. City desires to retain Consultant to perform the services as provided herein and
Consultant desires to provide such professional services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform the services described in
Consultant's Proposal (Exhrbit A). Consultant shall provide such services at the time, place, and
in the manner specified in Consultant's Proposal, subject to the direction of the City through its
staff that it may provide from time to time.
2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the professional services to be performed by Consultant
is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently
the professional services contemplated pursuant lo this Agreement according to the agreed upon
performance schedule in Consultant's Proposal (Exhibit A).
b. Performance Schedule. Consultant shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by
Consultant, extensions to the time period(s) specified may be approved in writing by the City
Manager.
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c. Term. The term of this Agreement shall commence upon execution of this
Agreement and shall continue until the services and related work are completed In accordance
with the Consultant's Proposal (Exhibit A).
3. Compensation. Compensation to be paid to Consultant shall be in accordance
with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference. ln no event shall Consultant's compensation exceed Thirty
Thousand dollars ($30,000.00) without additional written authorization from the City.
Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses
set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.
Payment by City under this Agreement shall not be deemed a waiver of defects, even if such
defects were known to the City at the time of payment.
4. Method of Pavment. Consultant shall promptly submit billings to the City
describing the services and related work performed during the preceding month to the extent that
such services and related work were performed. Consultant's bills shall be segregated by project
task, if applicable, such that the City receives a separate accounting for work done on each
individual task for which Consultant provides services. Consultant's bills shall include a brief
description of the services performed, the date the services were performed, the number of hours
spent and by whom, and a description of any reimbursable expenditures. City shall pay
Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.
5. Backqround Checks. At any time during the term of this Agreement, the City
reserves the right to make an independent investigation into the background of Consultant's
personnel who perform work required by this Agreement, including but not limited to their
references, character, address history, past employment, education, social security number
validation, and criminal or police records, for the purpose of confirming that such personnel are
lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons
or property in and around the vicinity of where the services will be rendered or City Hall. lf the City
makes a reasonable determination that any of Consultant's prospective orthen current personnel
is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not
use that personnel to perform work required by this Agreement, and if necessary, shall replace
him or her with a suitable worker.
6. Suspension or Termination.
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten
(10) days priorwritten notice. Upon receipt of such notice, the Consultantshall immediately cease
all work under this Agreement, unless the notice provides otherwise. lf the City suspends or
terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b. ln the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section
entitled "Method of Payment" herein.
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7. Plans, Studies. Documents.
a. Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Consultant, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Consultant for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports,
plans, studies, documents and other writings to City upon written request. City shall have sole
determination of the public's rights to documents under the Public Records Act, and any third-
party requests of Consultant shall be immediately referred to City, without any other actions by
Consultant.
b. Licensinq of lntellectual Prooertv. This Agreement creates a nonexclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or provided to Consultant by the City. City shall not be limited
in any way in its use of the Documents & Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
Confidentialitv. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the performance
of this Agreement shall be held confidential by Consultant. Such materials shall not, without the
prior written consent of City, be used by Consultant for any purposes other than the performance
of the services under this Agreement. Nor shall such materials be disclosed to any person or
entity not connected with the performance of the services under this Agreement. Nothing
furnished to Consuliant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs relating to project for which Consultant's services are
rendered, or any publicity pertaining to the Consultant's services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or othersimilar medium without
the prior written consent of City.
8. Consultant's Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant to
this Agreement.
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b. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
c. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Consultant's address indicated for receipt of notices
in this Agreement.
d. Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Consultant's business, City
may, by written request by any of the above-named officers, require that custody of the records
be given to the City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Consultant, Consultant's
representatives, or Consultant's successor-in-interest.
9. lndependent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly
independent contractor pursuant to California Labor Code Section 3353. The personnel
performing the services under this Agreement on behalf of Consultant shall at all times be under
Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or
agents shall have control over the conduct of Consultant or any of Consultant's officers,
employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or
in any manner represent that it or any of its officers, employees, or agents are in any manner
officers, employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
b. Notwithstanding any other federal, state and local laws, codes, ordinances
and regulations to the contrary and except for the fees paid to Consultant as provided in the
Agreement, Consultant and any of its employees, agents, and subcontractors providing service
under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
claims to, any compensation, benefit, or any incident of employment by City, including but not
limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution
to be paid by City for employer contribution and/or employee contributions for PERS benefits.
10. PERS Eliqibilitv lndemnification. ln the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Publtc Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
11. lnterests of Consultant. Consultant (including principals, associates and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
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by this Agreement or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Consultant's services
hereunder. Consultant further covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act
because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b. possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Abilitv of Consultant. City has relied upon the professional training
and ability of Consultant to perform the services hereunder as a material inducement to enter into
this Agreement. Consultant shall therefore provide properly skilled professional and technical
personnel to perform all services under this Agreement. All work performed by Consultant under
this Agreement shall be in accordance with applicable legal requirements and shall meet the
standard of quality ordinarily to be expected of competent professionals in Consultant's field of
expertise.
13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation or bylaw
governing the conduct or performance of Consultant and/or its employees, officers, or board
members.
b. Consultant represents that it has obtained and will maintain at all times
during the term of this Agreement all professional and/or business licenses, certifications and/or
permits necessary for performing the services described in this Agreement, including a City
business license.
14. Licenses. Consultant represents and warants to City that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature which are legally required
of Consultant to practice its profession. Consultant represents and warrants to City that
Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term
of this Agreement, any censes, permits, insurance and approvals which are legally required of
Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business
license.
15. lndemnitv. Consultant shall indemnify, defend, and hold harmless the City and its
officials, officers, employees, agents, and volunteers from and against any and all losses, liability,
claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law
or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts
or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they
could be held strictly liable, or by the quality or character of their work. The foregoing obligation
of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of
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law arises from the sole negligence or willful misconduct of the City or its officers, employees,
agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents
have contributed in no part to the injury, loss of life, damage to property, or violation of law. lt is
understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend
as set forth in Section 2778 o'f the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from
liability under this indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. By execution of this Agreement, Consultant
acknowledges and agrees to the provisions of this Section and that it is a material element of
consideration.
16. lnsuranceRequirements.
a. lnsurance. Consultant, at Consultant's own cost and expense, shall
procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager,
the following insurance policies.
i. Workers' Compensation Coveraqe. Consultant shall maintain
Workers' Compensation lnsurance and Employer's Liability lnsurance for his/her
employees in accordance with the laws of the State of California. ln addition, Consultant
shall require each subcontractor to similarly maintain Workers' Compensation lnsurance
and Employer's Liability lnsurance in accordance with the laws of the State of California
for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all
Workers' Compensation policies must be received by the City at least thirty (30) days prior
to such change. The insurer shall agree to waive all rights of subrogation against City, its
officers, agents, employees and volunteers for losses arising from work performed by
Consultant for City. ln the event that Consultant is exempt from Worker's Compensation
lnsurance and Employer's Liability lnsurance for his/her employees in accordance with
the laws of the State of California, Consultant shall submit to the City a Certificate of
Exemption from Workers Compensation lnsurance in a form approved by the City
Attorney.
ii. General Liabilitv Coveraqe. Consultant shall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury and property damage. lf a commercial general
liability insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required occurrence
limit. Required commercial general liability coverage shall be at least as broad as
lnsurance Services Office Commercial General Liability occurrence form CG 0001 (ed.
'1 1/88) or lnsurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and lnsurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. No endorsement may be attached
limiting the coverage.
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iii. Automobile Liabilitv Coveraqe. Consultant shall maintain
automobile liability insurance covering bodily injury and property damage for all activities
of the Consultant arising out of or in connection with the work to be performed under this
Agreement, including coverage for owned, hired and non-owned vehicles, in an amount
of not less than one million dollars ($1,000,000) combined single limit for each occurrence.
Automobile liability coverage must be at least as broad as lnsurance Services Office
Automobile Liability form CA 0001 (ed. 12190) Code 1 ("any auto"). No endorsement may
be attached limiting the coverage.
iv. Professional Liabilitv Coveraqe. Consultant shall maintain
professional errors and omissions liability insurance appropriate for Consultant's
profession for protection against claims alleging negligent acts, errors or omissions which
may arise from Consultant's services under this Agreement, whether such services are
provided by the Consultant or by its employees, subcontractors, or sub consultants. The
amount of this insurance shall not be less than one million dollars ($'1,000,000) on a
claims-made annual aggregate basis, or a combined single limit per occurrence basis.
b. Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best's rating of no less than A:Vll and shall be endorsed
with the following specific language:
i. Notwithstanding any inconsistent statement in any required
insurance policies or any subsequent endorsements attached thereto, the protection
offered by all policies, except for Workers' Compensation, shall bear an endorsement
whereby it is provided that, the City and its officers, employees, servants, volunteers and
agents and independent contractors, including without limitation, the City Manager and
City Attorney, are named as additional insureds. Additional insureds shall be entitled to
the full benefit of all insurance policies in the same manner and to the same extent as any
other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers.
Any insurance maintained by the City, including any self-insured retention the City may
have, shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of
liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its
elected or appointed officers, officials, employees or agents.
v. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its elected or appointed officers, officials,
employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits except after thirty (30) days written
notice has been received by the City.
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c. Deductibles and Self-lnsured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City's option, Consultant shall
demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of lnsurance. Consultant shall provide certificates of insurance
with original endorsements to City as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class mail. Any such notice shall be addressed
to the other party at the address set forth below. Notice shall be deemed communicated within
48 hours from the time of mailing if mailed as provided in this section.
lf to City:City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
City of Lake Elsinore
Attn: City Clerk
With a copy to:
130 South Main Street
Lake Elsinore, CA 92530
lf to Consultant: OPATS Consulting Service
Attn: Scott Bui
28078 Baxter Road, Ste. 320
Murrieta, CA 92563
'18. Assiqnment and Subcontractinq. The parties recognize that a substantial
inducement to City for entering into this Agreement is the professional reputation, experience and
competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully
responsible to City for all acts or omissions of any subcontractors. Assignments of any or all
rights, duties or obligations of the Consultant under this Agreement will be permitted only with the
express consent of the City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement except as provided in Exhibit B without the written authorization
of the City. lf City consents to such subcontract, Consultant shall be fully responsible to City for
all acts or omissions of those subcontractors. Nothing in this Agreement shall create any
contractual relationship between City and any subcontractor nor shall it create any obligation on
the part of the City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise is required by law.
'l g. Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provision under this
Agreement.
20. Litiqation Expenses and Attornevs' Fees. lf either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys' fees.
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21 . Mediation. The parties agree to make a good faith attempt to resolve any disputes
arising out of this Agreement through mediation prior to commencing litigation. The parties shall
mutually agree upon the mediator and share the costs of mediation equally. lf the parties are
unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in
interest. JAMS shall provide the parties with the names of five qualified mediators. Each party
shall have the option to strike two of the five mediators selected by JAMS and thereafter the
mediator remaining shall hear the dispute. lf the dispute remains unresolved after mediation,
either party may commence litigation.
22. Prohibited lnterests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, otherthan a bona fide employee working solely
for consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
23. Equal Opportunitv Emplovment. consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
oi age. Such non-discrimination shall include, but not be limited to, all activities related to initial
empioyment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. prevailinq Waqes. Consultant is aware of the requirements of California Labor
code section 1720, et seq., and 1770, et seq., as well as california code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "public works" and "maintenance" projects.
Consultant agrees to fully comply with all applicable federal and state labor laws (including,
without limitation, if appliiable, the Prevailing Wage Laws). lt is agreed by the parties that, in
connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear
all risks of payment or non-payment of prevaiting wages under California law, and Consultant
hereby agreei to defend, indemnify, and hold the City, and its officials, officers, employees,
agenti, a-nO volunteers, free and haimless from any claim or liability arising out of any failure or
"ii"ged
f"ilrr" to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive
termination of this Agreement.
25. Severabilitv. lf any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unelforceabte by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
26. Controllinq Law Venue. This Agreement and all matters relating to it shall be
governed Uy tne taws of tne State of California and any action brought relating to this Agreement
ihall be held exclusively in a state court in the County of Riverside.
27. Authoritv to Enter Aqreement. Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
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make this Agreement and to bind each respective party. The City Manager is authorized to enter
into an amendment or otheruise take action on behalf of the City to make the following
modifications to the Agreement: (a) a name change, (b) grant extensions of time; (c) non-
monetary changes in the scope of services, and/or (d) suspend or terminate the Agreement.
28. CounterDarts. This Agreement may be executed in several counterparts, each of
which shatl constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. ln approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
29. Entire Aqreement: lncorporation: Conflict. This Agreement contains the entire
understanding between the parties relating to the obligations described herein. All prior or
contemporaneous understandings, agreements, representations and statements, oral or written,
are superseded in total by this Agreement and shall be of no further force or effect. Consultant's
Proposal is incorporated only for the description of the scope of services and/or the schedule of
performance and no other terms and conditions from such proposal shall apply to this Agreement
unless specifically agreed to in writing. ln the event of conflict, this Agreement shall take
precedence over those contained in the Consultant's Proposal.
30. Amendments. This Agreement may be modified or amended only by a written
document executed by both Consultant and City and approved as to form by the City Attorney.
[Signatures on next page]
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lN WTNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
Click or tap here to enter text.
.CITY' .CONSULTANT"
CITY OF LAKE ELSINORE, a municipal OPATS Consulting Services, a LLC
corporation
Grant Yates, City Manager
By: Scott Bui
Its: Director of Sales
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Risk Manager
Attachments: Exhibit A - Consultant's Proposal
Exhibit B - List of Subcontractors
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DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
EXHIBIT A
CONSULTANT'S PROPOSAL
IATTACHED]
EXHIBIT A
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
OPATS
i.l ri r,'_'_ -r' :r-; :LiVt,_:-'
detailing associated costs, and a projected timeline for beginning services. Any questions or comments
related to this medical services proposal should be directed to the following point of contact:
Dr. Thuan Le - Principal
Dylan Bach, MD - Director Clinical Pathology
Amy Wright - Director of OPeration
Scott Bui - Director of Sales
Lyle Wright - Director of lT Operation
Christina Claborn - Client Relations Manager
OPATS Consultant LLC makes the following guarantees regarding this medical services proposal: will
comply with all Federal, State, and Local regulations when providing the listed services. Warrants that
the prices outlined in this medical services proposal are considered based on City of Lake Elsinore's
needs.
Scott Buiis an authorized representative of OPATS Consultant LLC and has been granted fullauthorityto
negotiate, represent, and enter into binding agreements on behalf of OPATS Consultant LLC.
Relevant Licenses & Qualifications
OpATS Consultant LLC is fully licensed and qualified to provide the services listed in this medical services
proposal. Relevant licenses and qualifications include:
OPATS Consultant LLC hereby guarantees that the above-listed licenses and qualifications will be
maintained during the entire period during which medical services are provided to City of Lake Elsinore.
Risk Management
OPATS Consultant LLC employs a comprehensive risk management program to mitigate potential risk,
exposure, or liability wherever possible. A detailed summary of this risk management program is not
included in this services proposal but is available by request.
Services Offered
OPATS Consultant LLC hereby submits the following services for consideration by City of Lake Elsinore.
28078 Baxter Rd., Ste.320,
Murrieta, CA 92563
951.292.0966
www.ooatsconsulting.com
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
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Medical Services Pricing
The table below details the actual prices that will be charged to City of Lake Elsinore for the medical
services listed in this proposal.
Phase One:
o An onsite assessment of workplace environment and current mitigation strategies
. Employee assessment and testing to determine current threat of COVID-19 outbreak in your
organization.
o Comprehensive Executive package within 7 Days of onsite assessment.
Plan included: Service Description
o lndividualized Risk Analysis
o Risk Stratification Reports
o ContinuousSurveillance
o Education Support
o COVID-19 Climate Survey
o Workplace risk assessment
o lnfection Mitigation Policy Analysis
o Employee Testing
o Employee Risk Stratification
o Executive Status Report
**lmmediate State of the art testing (48 hourturn around Concierge lab collection)
* *Concierge Outbreak Support
**lndividualized Outbreak Support
* * Unlimited Specialist Access
Package (upfront) initial cost: $rgO per associate x 115 = 520,700
** Subject to the terms and conditions of this Agreement: Package price based on three months add-on
service agreement of Phase two. Services and any Add-On Services purchased by Subscriber during the
Subscription Term, will automatically renew for additional periods equal to the length of the
Subscription Term unless either party provides written notice to the other party at least thirty (30)days
prior to the expiration of the Subscription Term.
28078 Baxter Rd., Ste.320,
Murrieta, CA 92563
951.292.0966
www.ooatsconsu lting.com
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
OPATS
C* ri 3r LTI l;X S[t?l i [;1
Phase Two:
o Continuous monitoring and risk stratification for each employee.
o Access to COVID-19 specialist to provide individualized support and guidance based on the
needs of your organization.
. Comprehensive Executive reports to understand the current risk to organization
Maintenance monthly contract cost: 526.96 per associate x 115 = $3,100
**Based on 115 associates.
Client References
The following OPATS Consultant LLC clients have given permission to be contacted by City of Lake
Elsinore for vetting purposes:
City of Lake Elsinore
Name / Title:
Contact lnformation:
Approval
After reviewing the contents of this medical services proposal, City of [ake Elsinore may sign below to
indicate approval of the listed services and costs, and willingness to proceed with a forma! medical
services agreement.
OPATS Consultant LLC
Name / Title:
Signature / Date:
City of Lake Elsinore
Name / Title:
Signature / Date:
28078 Baxter Rd., Ste. 320,
Murrieta, cA 92563
951.292.0966
www.opatsconsulting.com
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
#g,klI;
City of Lake Elsinore Proposal
OPATS Consulting and services are intended to support state, local, territorial and industry partners in
identifyingthe critical infrastructure sectors and the essential workers needed to maintain services and
functions depended on daily and that need to be able to operate resiliently during Covid-19 pandemic
response.
Services included:
o OPATS conducts initial and ongoing risk assessment and comprehensive data analysis of every
one of your City of Lake Elsinore members and employees (115 associates).
o OPATS provides expedited COVID testing for City of Lake Elsinore employees with actionable
recommendations.
o With each risk stratification, OPATS will give guidance as to which employees should work
remotely and those that can safely work on-site.
o OPATS will provide a workplace analysis to enhance your current COVID practice to be
compliant with cDC, cDPH, lnfectious Disease Society, and osHA guidelines.
o OPATS will rapidly address any new or suspicious cases and give an in-depth evaluation and
containment action Plan.
o OPATS comprehensive testing and employee-specific recommendation package willtake the
guesswork out of employee COVID management and decrease the amount of time employees
are out of work.
Benefit for City of Lake Elsinore to have OPATS as a third-party COVID Risk Assessor:
. Risk behavior and familv dvnamics- OPATS will be able to ask employee questions about risk
behavior and family dynamics that an employer cannot ask. (ADA & EEOC guidelines)
r Emplovee consent- As a third party, OPATS will obtain this information with proper consent
from the employee, therefore eliminating risk for City of Lake Elsinore. The key is that OPATS
obtain consent from the employee with the information that will be essential for us to make a
proper risk analysis but not share the details with the employer (keeping the confidentiality
intact to maintain employee's rights but to protect the employer's liability).
o Actionable recommendations- The employer gets a simple recommendation as to whether an
employee is to return to work or to work remotely based on established guidelines. No
confidential information will be shared with the employee, just a simple recommendation of
safe to be at work, or not safe to be at work.
o Limits on information sathering- The Genetic lnformation Nondiscrimination Act (GINA)
prohibits employers from asking employees medical questions about employees and family
members. An employer may not ask an employee, for example, who is physically coming into
the workplace whether they have family members who have COVID-19 or symptoms associated
28078 Baxter Rd., Ste.320,
Murrieta, cA 92563
951.292.0966
www.ooatsconsu lting.com
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
O?AT5
Ci-l fi 3u iii N1l S[tul:I:]
with COVID-19. The ADA permits employers to make disability-related inquiries and conduct
medical exams if job-related and consistent with business necessity. lnquiries and reliable
medical exams meet this standard if it is necessary to exclude employees with a medical
condition that would pose a direct threat to health or safety.
Short- & Long-Term Benefits:
Short Term Benefits: "The New Law"
The new law turns Newsome's prior Executive Order regarding workers compensation liability for
COVID-19 into an actual law that will be in effect through Jan. 1, 2023. The new law creates potential
liability for employers themselves regarding COVID "outbreaks" in the workplace, and employer's
responsibilities when such occurs. Normally, in orderto receive workers compensation benefits, the
burden is on an employee to show that his injury or illness occurred during the "course and scope of
employment". However, under the new law, burden of proof is on the employer to show that the
employee did not contract COVID-19 at the place of employment.
OPATS comprehensive COVID case support and contact tracing will provide supportive documentation
that can be submitted on City of Lake Elsinore's behalf in defense of employees contracting COVID at the
workplace.
Long Term Benefits:
New reporting requirements in the law require employers to report any instance of COVID to its claim's
adjuster.
OPATS will provide comparative data over the course of the contract to provide to your lnsurance
Actuary to demonstrate beneficial collaboration that mitigates COVID risk pool.
Executive Summary
This document is a medical services proposal for City of Lake Elsinore, prepared by OPATS Consultant
LLC on December 4,2020. This proposal contains a summary of the services being offered, tables
28078 Baxter Rd., Ste.320,
Murrleta, cA 92563
951.292.0966
www.oDatsconsulting.com
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813
EXHIBIT B
LIST OF SUBCONTRACTORS
[ATTACHED]
EXHIBIT B
DocuSign Envelope ID: 8CADF194-F80A-4E45-9189-03501A615813