Ordinance No. 16,303 (Item 9.a.)ORDINANCE NO. 16,303
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AN AGREEMENT FOR SERVICES AT AN ONSITE CENTER WITH
CONCENTRA HEALTH SERVICES, INC.; AUTHORIZING PAYMENT BY THE
CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED SIX -HUNDRED, NINETY-
THREE THOUSAND, SEVEN -HUNDRED, EIGHTY-NINE AND NO.,100 DOLLARS
($693,789.00) FOR ADMINISTRATION OF AN EMPLOYEE HEALTH CLINIC,
INCLUDING MEDICAL SERVICES AND SUPPLIES; MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby authorizes the City
Manager to execute, and the City Clerk to attest to, an Agreement for Services at an Onsite Center with
Concentra Health Services, Inc. A copy of said agreement is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Concentra
Health Services, Inc., in an amount not to exceed SIX -HUNDRED, NINETY-THREE THOUSAND,
SEVEN -HUNDRED, EIGHTY-NINE AND N0.100 DOLLARS ($693,789.00) for the administration of
an employee health clinic, including medical services and supplies pursuant to the agreement between the
parties.
Section 3: That the City Manager is hereby granted general authority to approve any change
order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO100 DOLLARS
($50,000.00) or less; however, the original contract price may not be increased by more than twenty-five
percent (250.o) or decreased by more than twenty-five percent (25%) without the consent of the contractor
to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown. n
INTRODUCED, READ and PASSED by the affirmative vote " t" the pity Cou I of the City of
Baytown this the 13" day of November, 2025. A � 77
Ar1 � CWARLES J N, Mayor
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APPROVED
SCOTT LEMND, City Attorney
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EXHIBIT "A"
AGREEMENT FOR SERVICES
AT AN ONSITE CENTER
This Agreement for Services at an Onsite Center (the "Agreement") is made and entered into as of this 31 day of
October 2025, by and between Concentra Health Services Inc., a Nevada Corporation, for the benefit of and on behalf of its
subsidiaries, affiliates, and managed professional associat ons and corporations ("Concentra") and the City of Baytown
RECITALS
WHEREAS, Concentra is in the business of providing certain healthcare services through its employees, and/or its
designated affiliates and associations as more fully defined herein, including those Services as described on Exhibit A attached
hereto (the work set forth in the Scope of Work is referred to herein as "Services") at the Client's business location (the "Onsite
Centers "); and
WHEREAS, the Services of this Agreement wil be performed by Concentra through its managed professional entities,
including Occupational Health Centers of the Southwest, P.A., dlb±a Concentra Medical Centers (the 'Billing Groups)"), and
invoices related to fees for the Services outlined in this Agreement will be transmitted to Client by the Billing Groups; and
WHEREAS, Client desires to engage Concentra, and Concentra desires to accept such engagement, to provide the
Services, on the terms and conditions set forth in this Agreement:
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Term and Renewal. The initial term of this Agreement (the "Initial Term") shall be for three (3) years,
commencing on January 1, 2026 ( the "Effective Date"); provided if funds are not appropriated by Client, Client may terminate
this Agreement without penalty once funds are no longer available This Agreement may be renewed for up to two - one (1) year
additional terms (each a "Renewal Term") (the Initial Term and Renewal Term shall be collectively referred to as the "Term') upon
mutual agreement and executed amendment between the parties.
2. Compensation.
(a) Client shall pay Concentra fees set forth in Exhibit B (the "Fees"). On the earlier of (1) the beginning of
each twelve (12) month period after the Effective Date of this Agreement; or (ii) on the anniversary of the commencement date of
the existing Agreement between the parties (if applicable), all the Fees provided on Exhibit B (excluding the pass -through Items)
shall automatically increase three percent (3%). Concentra shall invoice Client monthly and Client shall remit payment to
Concentra within thirty (30) days of receipt of invoice. Client agrees to pay any sales, use, excise or similar taxes applicable to the
Services provided for hereunder from which it is not exempt.
(b) Failure to pay an invoice when due shall constitute a material breach of this Agreement and Concentra
reserves the right to terminate this Agreement pursuant to the remedies set forth in Section 4 (Termination) if the invoice has not been
resolved in thirty (30) days after Client's receipt of notice of non-payment and an opportunity to cure. Itis expressly understood and
agreed that the failure to pay a disputed invoice does not constitute a material breach of this Agreement for which this Agreement
may be terminated. Concentra reserves the right to refrain from providing Services to Client if undisputed charges have not been
resolved and paid to Concentra within the thirty (30) day cure period. In the event that Concentra continues to provide Services during
a period of time when Client is in breach, such continuance of Services will not operate as a waiver of Concentra's right and ability to
utilize the remedies available to Concentra under applicable laws.
(c) Any change to this Agreement may only be made by amendment executed by both parties. The written
amendment shall include any increase to Fees associated with any requested change to this Agreement.
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Oblgations of the Parties.
(a) During any Term of this Agreement, Concentra shall provide the Services described in Exhibit A.
(b) Onsite location. Client agrees to provide Concentra the opportunity to inspect the required prior to the
date of open for business.
(c) Information Systems. Client shall comply with Concentra's technology components and Security
requirements required to perform the Services as provided in Exhibit C. Concentra will provide its standard software/hardware and
systems support required to deliver the Services. Concentra may, at its discretion, upgrade and make changes to the software platform
and hardware utilized at the Onsite Center, Fees associated with such upgrades and changes shall be the responsibility of Concentra
unless otherwise mutually agreed to by the Parties.
(d) Reporting, Concentra agrees to provide Client quarterly reporting and an annual report providing a review
of program goals to date and a strategic plan for the upcoming year. Any custom reporting that is beyond the scope outlined in this
Section will be as a separate hourly rate as provided on Exhibit B.
(e) Eligibility Files. Client shall provide Concentra the initial eligibility file at least thirty (30) days prior to the
anticipated open for business date. Client shall provide ongoing weekly updates, which shall include the participant eligibility file
necessary to enable Concentra to provide Onsite Center Services and reporting. The participant eligibility file will contain the entire
eligible population with the targeted population delineated within the file. Prior to execution of this Agreement, Concentra will provide
eligibility file standards to Client upon request. After execution of this Agreement, Client will cooperate with Concentra to identify specific
data required to fulfill this Agreement. Concentra shall communicate the file specifications to Client, including the automated process
for ongoing file transmission. Client acknowledges that Concentra cannot provide services and reporting without eligibility files from
Client meeting the specifications as provided by Concentra.
(f) Claims Data. Client shall provide to Concentra, at a minimum, a summary of the medical and pharmacy
claims data for the eligible and targeted participants enrolled in Client's health plan(s), for the previous twelve (12) months for the
purpose of calculating the onsite clinic's return on investment (ROI). Concentra shall communicate the summary data required to use
in the analysis. If the data is not provided to Concentra, the ROI will be calculated using industry assumptions and may not reflect the
actual ROI experienced by Client, and any performance guarantees associated with a customized Client ROI will not be applicable.
(g) Resources. Client shalt provide in writing a single primary point of contact for implementation project
management and ongoing account management,
4, Termination.
(a) Either party may terminate th s Agreement without cause upon ninety (90) days' prior written notice to
the other party. Client will pay Concentra any shutdown costs related to the departure of Concentra from the Onsite Location,
removal of any Concentra property owned by Concentra (if applicable), severance and administrative costs incurred upon such
termination event.
(b) If Client terminates this Agreement, without cause within twelve (12) months after the Effective Date,
then Client sha.I pay Concentra a termination fee in an amount equal to twenty-five percent (25%) of the Annual Fee (shown on
Exhibit B) in addition to any shutdown cost provided in Section 4 a
(c) In the event of an alleged breach of this Agreement, the non -breaching party may terminate this
Agreement upon thirty (30) days' written notice to the other party. If the alleged breach remains uncured following such written
notice identifying the alleged breach, then the Agreement shall be terminated. The breaching party shall be liable for all direct
costs, fees, expenses and damages and/or other amounts (•ncluding, but not limited to, reasonable attorneys' fees) as a result of
the breach. In the event this Agreement is terminated due to a party's breach, the other party shall have no continuing obligations
or liabilit.es under this Agreement except as expressly provided under this Agreement.
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(d) At the expiration or termination of this Agreement, neither Client nor any third -party shall have access
to, or use of, any Concentra personnel, electronic medical record system, reporting or Concentra's network except as may be
expressly approved in writing by Concentra with the applicable fee for such requirements beyond such termination date.
(e) Due the nature of this Agreement, any Renewal Term requires the parties to begin negotiating three
(3) months prior to the expiration of the then current Initial or Renewal Term, as applicable. An amendment for such Renewal
Term must be executed by both parties no later than forty-five (45) days prior to the expiration of the then current Initial Term or
Renewal Term, as applicable. If the parties fail to execute a Renewal Term amendment within forty-five (45) days prior to the
expiration of the Initial Term or Renewal Term, as applicable, the Agreement shall automatically renew for an additional one (1)
year term and the Fees shall increase pursuant to Section 2(a).
(f) Termination of this Agreement shall not affect Client's obligation to pay any proper Fees and costs (as
set forth in Exhibit B) incurred prior to termination.
5. Temporary Onsite Center Shutdown. The term "Temporary Shutdown" shall include: (i) a furlough (of any
nature) imposed by Client; (ii) maintenance at Client's business location that prohibits reasonable access; (iii) an unforeseen
conflict at the Onsite Center not caused by Concentra or its personnel prohibiting reasonable access; or (iv) any other closure of
the Onsite Center or Client's business location for reasons outside of Concentra's control. Client shall compensate the Onsite
Center personnel, pursuant to Exhibit B, any amounts that would have been owed but for the closure of the Onsite Center for any
Temporary Shut -down.
6, Paid Time Off; Holidays. Client acknowledges that Concentra has hired the Onsite Center personnel set forth
in Exhibit A for the sole purpose of accommodating Client's individual and unique business needs. In recognition thereof, Client
agrees to compensate the Onsite Center personnel, pursuant to Exhibit B, for any amounts that would have been owed while the
Onsite Center personnel is out of the office on Paid Time Off (PTO) which is accumulated by virtue of the individual's employment
with Concentra at the Onsite Center. Client shall also compensate Onsite Center personnel in the event that the Onsite Center is
closed for any Client designated holiday which is not a Concentra recognized holiday.
7. Compliance with Laws. In the performance of its duties and obligations pursuant to this Agreement, Concentra
shall comply with all laws, rules, and regulations applicable to Concentra in connection therewith. Concentra shall ensure that all
personne performing Services hereunder are appropriately I censed or certified to perform the Services, as applicable. Client shall
not direct or encourage Concentra to act or refrain from acting in a way which, to its knowledge, would violate any applicable law
or regulation. Client shall not act in a way which, to its knowledge. could implicate or involve Concentra in a violation of any law or
regulation. Client's direction or encouragement of Concentra to act for refra n from acting) in a manner described herein shall
constitute a mater:ai breach by Cfent.
8. Insurance. Upon execution and delivery of this Agreement: Concentra shall provide to Client certificates of
insurance evidencing Concentra's commercial general liability and professional liability insurance coverage in the amounts listed
on the attached Exhibit E for Services rendered by Concentra. Concentra shall notify Client thirty (30) days prior to any
modification, cancellation, or termination of such insurance that may affect Client.
9, Nature of Relationship. Concentra shalt perform this Agreement as an independent contractor to Client and,
except as specifically provided in this Agreement, Concentra shall be solely responsible for the means and methods used to
perform its obligations to Client. Concentra and Client specifically acknowledge and agree that all individuals who will be
performing Services hereunder are agents or employees of Concentra and not of the Client. Nothing in this Agreement is intended
or shall be construed to create a joint venture, agency_ partnership, employerremployee relationship or any legal or equitable
relationship other than that of client and independent contractor.
10. Non -Solicitation and Non -Recruitment. The parties acknowledge and agree that the relationship between
Concentra and its affiliate employees who work with Client in the performance of Services hereunder (each an "Affiliated
Employee") constitutes a valuable asset of Concentra. During the Term of this Agreement and for a period of one (1) year
thereafter, Client shall not directly or indirectly recruit sol,cit or hire, as an employee or as an independent contractor (including as
an employee of a new provider of similar services as those set forth herein) any Affiliated Employee of Concentra involved in
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providing Services to Client, without the prior written consent of Concentra. For the duration of this Agreement and for one year
thereafter, if Client either directly or through others hires any current or former Concentra Affiliated Employee (employed or
contracted by supplier during the year preceding the date of hire by Client or such other party) to perform the same or a similar
function, whether as an employee or independent contractor, Client shall pay an amount equal to the annual fee for such
employee's Services as set forth in this Agreement. The Parties agree this is not punitive in nature and is a reasonable sum
representing recruitment and training costs of Concentra. Notwithstanding the foregoing, the Parties acknowledge and agree that
this Agreement will not prohibit (a) solicitations through advertising or other publications of general circulation and employment
resulting thereof, or (b) the hiring of any Affiliated Employee who contacts Client or some third party without Client or such other
party having solicited such Affiliated Employee.
This Section 10 shall survive the termination of this Agreement.
11. Confidentiality.
(a) The parties recognize and acknowledge that in the course of performing their duties and obligat,ons
under this Agreement the parties may have access to the other parry's trade secrets and confidential or proprietary information
(the "Confidential Information"). Each party hereby agrees that, except when required by law, it will not disclose, in whole or in
part, such Confidential Information for its own purposes or for the benefit of any other person, firm, partnership, association,
corporation or business organization, entity or enterprise. In connection therewith, each party represents and warrants that any
employee or agent of a parry that has access to the Confidential Information of the other party has provided reasonable assurances
obligating each individual to adhere to and be subject to the terms of this Section 11 (a). Both parties shall maintain the
confidentiality of medical records generated hereunder in accordance with applicable law and shall protect from disclosure any
protected health information, as defined in 45 CFR §160.103, or individually identifiable health information as defined in 45 CFR
Parts 160-164 and the federal security standards as contained in 45 CFR Part 160.103.
(b) The parties agree that, in the event of a disclosure or threatened disclosure of such Confidential
Information in a manner inconsistent with the terms of this Agreement, through any means whatsoever, the injured party may
terminate this Agreement and may, in addition to any other remedies to which it may be entitled: (i} demand the return of any and
all documents or other tangible items which reflect, reveal, disclose, constitute, compromise, or embody such Confidential
Information and any or all copies thereof, whereupon the party disclosing, or threatening to disclose, such Confidential information
in a manner inconsistent with the terms of this Agreement shall promptly comply with such demand; and (ii) recover damages,
losses, and expenses of any nature, including without lim tation attorneys' fees, arising out of, resulting from or otherwise relating
to such disclosure or threatened disclosure. Anything contained in this Section 11 (b) to the contrary notwithstanding, each of the
parties to this Agreement shall not be required to return or deliver any documents or other tangible items relating to such
Confidential Information, if such return or delivery would directly violate any express provisions of an applicable order of a court of
competent jurisdiction. It is the intention of the parties hereto that, in enforcing the provisions of this Section 11 (b), a court may
take into consideration, among other factors, each of the parties' interest in maintaining the confidentiality of such Confidential
Information. Anything contained in this Section 11 (b) to the contrary notwithstanding, the provisions of this Section 11 (b) are not
intended to cover informat on, which is in the public domain or becomes generally known.
(c) If either party believes that it has_ or may, become legally obligated to disclose Confidential Information
to a third -party not governed by this Agreement, such party will provide immediate written notice to the other party so that it may
intervene to attempt to prevent such disclosure. In the event of a request under the Texas Public Information Act, the Client shall
give Concentra notice of the request and send the requested documents to the "exas Attorney General (the "AG"), Thereafter, it
will be the obligation of Concentra to make its arguments to the AG as to why the information should not be disclosed. The Client
will abide by the dec:sron of the AG. Neither the delivery of the information to the AG nor the disclosure of information required by
the AG shall be considered a breach of this Agreement for which the agreement may be terminated or the Client may be liable to
Concentra in any way.
This Section 11 shall survive the termination of th s Agreement.
12. Indemnification.
(a) Concentra shall indemnify, defend, and hold harmless the Client, and Client's officers, directors,
employees, and affiliates, from and against any and all liab:lity, loss, cost, or expense (including, without limitation, reasonable
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attorney's fees), arising out of or in connection with the negligence or misconduct of Concentra in the performance of its duties
and obligations pursuant to this Agreement.
(b) The Client shall promptly notify in writing to Concentra of any claim asserted against it for which such
indemnification is sought, and shall promptly deliver to Concentra a true copy of any such claim including, but not limited to, a true
copy of any summons or other process, pleading, or notice issued in any lawsuit or other proceeding to assert or enforce such
claim. Concentra hereunder reserves the right, subject to the Client's approval, to control the investigation, trial, and defense of
such lawsuit or action (including all negotiations to effect settlement) and any appeal arising therefrom and to employ or engage
attorneys of its own choice.
(c) The Client may, at its own cost, participate in such investigation, trial, and defense of such lawsuit or
action and any appeal arising therefrom. The Client and its employees, agents, servants, and representatives shall provide full
reasonable cooperation to Concentra at all times during the pendency of the claim or lawsuit, including without limitation, providing
them with all available information under the control of the Client or its employees, agents, servants or representatives with respect
thereto.
This Section 12 shall survive the termination of this Agreement.
13. Medical Records.
(a) Custodian. Concentra shall serve as the custodian of medical records created at the Onsite Center(s)
during the Term of this Agreement. Concentra, while the custodian of medical records shall abide by all local, state, and federal
requirements for such record retention during the Term of this Agreement. Client acknowledges that Concentra will provide copies
of medical records to any third -party requestor (with the appropriate executed release from the employee/patient, court order as
applicable, or as provided by applicable law). The below shall control the retention and/or release and delivery of medical records
or data upon termination of the Agreement and Client's written request:
i. Upon the termination of this Agreement for any reason, Concentra and Client shall execute a
mutually acceptable custodial agreement with any new third -party medical provider ("New Medical Provider"),
as applicable, to ensure all parties' compliance with applicable laws. Concentra shall provide Client with such
custodial agreement for execution. Client shall be solely responsible for any expense related to the transfer of
medical records, including, but not limited to those arising from any retention of records required by law
(including OSHA), any photocopies requested, any records/data requested to be provided in an electronic format
and/or transferred to the Client or New Medical Provider(s), and such actual fees charged by electronic medical
records vendors. The records shall be inclusive of all historical medical records related to the patient population
of the Onsite Center(s).
ii. The Client shall be invoiced at Concentra's actual cost for any production/conversion as a separate
line item as a standard Service under this Agreement, which must be paid in full prior to the release of the final
set of data requested by Client or New Medical Provider(s). If historical medical records were provided to
Concentra by Client or any third -party, such historical records shall be provided to Client or New Medical
Provider(s) in the same manner and condition as provided to Concentra. Upon payment by Client, the parties
will make best efforts to deliver and/or transfer such records within two (2) weeks, or a mutually agreed upon
date.
lii. If Concentra is replacing an existing third -party medical provided (a "Prior Medical Provider") as
part of a transition of service at the Onsite Center, Concentra shall become the medical record custodian as of
the open for business date of the Onsite Center and all parties must execute a custodial agreement thirty (30)
days prior to the Onsite Center anticipated open for business date to ensure all parties' compliance with
applicable laws. Client shall provide Concentra written notice of the intended format and delivery of all records
created to Concentra sixty (60) days prior to the anticipated open for business date. Such delivery shall include
any medical records, required data, software applications previously used, and required data conversions
proposed. Any fees associated with such transfer of the above materials from the Prior Medical Provider shall
be at the Client's sole expense.
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(b) Access. Client is not entitled to access any patient medical records except to the extent allowed by law.
Concentra is a "covered entity" as enumerated in 45 CFR §160,103, As a covered entity, Concentra may only disclose protected
health information as authorized by and to the extent allowed by law.
This Section 13 shall survive the termination of this Agreement.
14. Security Audit Rights.
f.a; For purposes of this Agreement, the term "Information Technology Resources" includes, but is not
limited to, hardware, application software, system software, and information (data) used in conjunction with the Services provided
at the Onsite, regardless of whether the Information Technology Resources are owned by Client or a third -party. The term
"Information Technology Services" includes. but is not limited to, the management, operation (including input, processing,
transmission, and output), maintenance, programming, and system administration of computer systems, networks, and
telecommunications systems used in conjunction with the Services provided at the Onsite, regardless of whether the Information
Technology Services are owned or operated by Cl ent or a third -party.
(b) All Information Technology Resources shall be sufficiently protected according to Concentra Security
standards attached hereto as Exhibit F.
(c) in the event that Client utilizes a third -party provider, including contractors or sub -contractors, to provide
Information Technology Resources, Client shall ensure that such third -party providers agree to abide by the requirements of this
Section 14.
(d) Upon reasonable advance written notice, Concentra reserves the right to perform security audits at the
Onsite Center to evaluate the adequacy and compliance of Information Technology Resources and Information Technology
Services as defined herein. Concentra reserves the right to use appropriate tools and technology to monitor, encrypt, or scan as
appropriate. Concentra shall be provided reasonable access to premises and technology resources to verify conformance to the
terms of this Agreement. Concentra shall be permitted to conduct these audits wsth its own resources, by securing the services
of a third -party firm, or any combination thereof, solely at Concentra's election. Concentra shall have the right to copy, at its own
expense, any record related to the Services performed pursuant to this Agreement.
15. Client Audit, Upon Cient providing thirty (30) days advance written notice to Concentra, Client may inspect
the books, procedures, and records of Concentra (excluding financ.al data and Confidential Information) to monitor compliance
w th this Agreement. Any such audit shall be at Client's sole expense. Dient shall pay all reasonable fees incurred by Concentra
to complete the audit (including, but not limited to, reasonable copy charges, and Concentra employee to provide requested
materials for such audit), to be invoiced as a separate line item on the next monthly billing statement as a standard Service
provided under this Agreement,
16, Concentra's Personnel.
(a) Concentra is solely respons'ble for the hiring, orientation, and performance management of all
Concentra employees at the Onsite Center. Client may provide Concentra written feedback regarding a Concentra employee
performance issue. Upon such feedback, Concentra will conduct an investigation of the applicable facts and circumstances. Client
will pay severance as provided in Section 16(b) if Client requests d-smissal of a Concentra employee unless Concentra, in
accordance with its HR policies and procedures, determines that the employee shall be terminated for cause.
(b) The severance payment required by Section 16(a) shall be calculated at a rate of one (1) times the
Fees associated with each Affiliated Employee as provided in Exhibit B_ and one week per each year of service at the Onsite
Center, with a mandatory minimum of two (2) weeks' severance to be paid by Client. The severance payment shall be invoiced
as a separate line item as a standard Service under this Agreement.
(c) In the event Client requests dismissal or removal of a Concentra clinician (physician, physician
assistant, nurse practitioner. physical therapy, or any other employee providing Services at the Onsite Center who enters into an
employment agreement with Concentra), and the grounds for such removal are insufficient to warrant termination for cause in
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accordance with Concentra's FIR policies and procedures, Client agrees to pay Concentra the Fees associated with the Services
performed by the Concentra clinician as provided in Exhibit B for a period of up to sixty (60) days, as provided by the Concentra
clinician's employment agreement.
17. Back -Fill Personnel. If Client elects to have Concentra provide replacement personnel ("Back -Fill") at the Onsite
Center, by selecting "Yes" in the checkboxes contained in Section 3 (Staffing) of Exhibit A, whether due to scheduled or
unscheduled absences of any Concentra employee (which includes, but is not limited to, physicians, physician assistants,
registered nurses, physical therapists, etc.) assigned to provide Services at the Onsite Center, then Concentra will make its best
efforts to utilize the personnel already assigned to that Onsite Center to provide such Back -Fill coverage. However, if Concentra
is unable to replace an absent employee with the already assigned Onsite Center personnel, then Concentra will attempt to obtain
Back -Fill personnel to render the Onsite Center Services from an external staffing agency or by utilizing personnel from
Concentra's existing workforce, provided that the Back -Fill personnel shall possess credentials that are equal to or greater than
the position vacant due to such absence. If Concentra provides Back -Fill personnel pursuant to Client's request, then Client shall
be responsible for any difference in the hourly rate associated with the use of such Back -Fill personnel which may be invoiced as
a separate line item to the Client on a monthly basis as a standard Service under this Agreement.
18. Independent Clinical Judgment. Notwithstanding anything to the contrary contained in this Agreement,
Concentra retains full and free discretion to, and shall, exercise its independent professional clinical judgment with respect to
clinical services rendered to Client and its employees, contractors, agents, or other representatives under this Agreement. Nothing
in this Agreement shall be construed to influence, limit, or affect a clinician's independent judgment with respect to the provision
of clinical services to Client and its employees, contractors, agents, or other representatives at the Onsite Center. Client
acknowledges and agrees that it will not direct or attempt to direct the provision of clinical services or care at the Onsite Center.
Any violation of this Section 18 shall be considered a material breach of this Agreement and Concentra reserves the right to
terminate this Agreement pursuant to the remedies set forth in Section 4 (Termination).
19. Client's Personnel. Notwithstanding anything to the contrary contained in this Agreement, Client retains
full and free discretion to, and shall, exercise its independent decision -making with respect to the hiring, orientation,
performance management, discipline, and termination of Client's employees, contractors, agents, or other representatives.
Client acknowledges and agrees that the nature of this Agreement may require Concentra's Personnel to make certain
recommendations concerning the fitness of Client's Personnel to perform certain job functions or tasks, but Client is solely
responsible for making any and all employment determinations re ated thereto. The parties agree that this Section 18 is not
Intended to modify or limit Concentra's right to manage Concentra s Personne. in accordance with its HR policies and procedures
as provided by Section 16.
20. Miscellaneous.
(a) Entire Agreement; Amendment. All exhibits referenced in this Agreement ("Exhibits') shall be
attached and incorporated herein. This Agreement and all Exhibits contains the ent're agreement and understanding of the parties
with respectto the subject matter hereof, and supersedes any and all pror agreements, understandings, and arrangements, written
or oral, between the parties hereto regarding the subject matter hereof Only a written instrument executed by both parties may
amend this Agreement.
(b) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed
to have been properly given_ (i) when personally delivered; ( i) if sent v,a overnight delivery by a nationally recognized overnight
carrier, upon the delivery date; or (iii) if sent by United States mail: three 131 business days after 'deposit in postage prepaid.
certified or registered mail, to the following respective addresses (or to such other address or addresses as either party may
designate in writing):
If to Concentra: Concentra Health Services, Inc.
5080 Spectrum Drive, Suite 120OW
Addison, Texas 75001
Attn: Legal —Contracting (Onsites)
With a copy to: Concentra Health Services. Inc.
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Docusign Envelope ID: 65182A90-EC8D4765-881 C-3BCOF35E438E
5080 Spectrum Drive, Suite 120OW
Addison, Texas 75001
Attn: Michael Rhine — EVP & Chief Operating Officer, Onsite Health & Telemed
If to Client: City of Baytown
2401 Market Street
Baytown, TX 77520
Attn: City Manager
With a copy to City of Baytown
2401 Market Street
Baytown, TX 77520
Attn: City Attorney
(c) Force Maieure. Neither party shall be liable for failure to perform any duty or obligation that either may
have under this Agreement where such failure has been occasioned by any act of God, fire, inevitable accident, war, or any cause
outside the reasonable control of the party who had the duty to perform. This provision explicitly excludes Temporary Shutdowns
as set forth in Section 5 of this Agreement, economic hardship, labor shortages, labor or employee reductions, fluctuations in
market conditions, and insufficiency of funds as reasons a party may invoke th s provision for failure to perform its obligations
under this Agreement.
(d) Waiver. The failure of either party to exerc-se or enforce any right conferred upon it hereunder shall
not be deemed to be a waiver of any such right, nor operate to bar the exercise or performance thereof at any time or times
thereafter, nor shall its waiver of any right hereunder at any g ven tame, including rights to any payment, be deemed a waiver
thereof for any other time,
(e) Assignment; Binding Effect. Neither party may assign this Agreement to any other person or entity
without the prior writte-1 consent of the other party; provided however that Client acknowledges that certain professional Services
to be rendered by Concentra may be rendered by a professional association affiliated with Concentra. Either party may assign
this Agreement to a subsidiary or affiliate upon written notice to the other party. Subject to the foregoing, this Agreement inures
to the benefit of, and is binding upon, the parties hereto and their respective successors and assigns,
(Q Severability. If any provision of this Agreement s held to be illegal, invalid, or unenforceable by a court
of competent jurisdiction, the parties shall, if possible, agree on a legal. valid, and enforceable substitute provision that is as similar
in effect to the deleted provision as possible. The remaining portion of the Agreement not declared illegal, invalid, or unenforceable
shall, n any event, remain valid and effective for the remaining Term unless the provision found illegal, invalid, or unenforceable
goes to the essence of this Agreement.
(g) Governing Law: Corporate Name Modification. This Agreement shall be construed under and in
accordance with the laws of the state of the Designated Location(s), and all obligations of the parties created hereunder are
performable in such state. In certain states where Concentra has qualified to do business as a "foreign corporation," "foreign
service corporation," or "foreign professional corporation" under applicable state statutes, the parties hereto acknowledge and
agree that any modification of Association's corporate name (e.g., through the substitution of another name, or the addition, of
"P.C.," "S.C.," or otherwise) shall not affect the enforceability of this Agreement and, further, that any such "modified" corporate
name shall mean and include Association, regardless of how such name may be constituted for any particular state's corporate
law requ rements.
W Legislative Modification. Notwithstanding any other provision to the contrary: (a) in the event that any
federal, state, or local law, rule, regulation, or 'Interpretation thereof at any time during the Term of this Agreement prohibits,
restricts, or in any way materially changes the method or amount of reimbursement or payment for Services under this Agreement,
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Uocusign Envelope ID: 65182A90-F-CBD-4765-881C-3BCOF35E43BE
then this Agreement shall, in good faith, be amended by the parties to provide for payment of compensation in a manner consistent
with any such prohibition, restriction, or limitation; and (b) with respect to any law rule, regulation, or interpretation thereof which
results in a material increase in the cost of Services provided by Concentra hereunder, Concentra shall have the right to increase
its fees to reach that level of prices at which it is willing to provide Services hereunder. With respect to any other prohibition,
restriction, or change that causes this Agreement to be impermissible or materially different in its effect than contemplated herein,
the parties hereto will, in good faith, negotiate and amend this Agreement to cause their relationship to be as consistent as possible
with that which is created herein; if this Agreement is not so amended in writing prior to the effective date of said prohibition,
restriction, or change, either party may terminate this Agreement upon advance written notice to the other party.
0) Corporate Authority. Each party represents and warrants that it has the requisite corporate power
and authority to enter into this Agreement, to engage the other in the performance set forth herein, and to perform its obligations
hereunder. The execution, delivery and performance by each party of this Agreement have been duly authorized by all requisite
corporate action on the part of each party respectively.
(k) Publici . Each party shall request prior written approval for any advertising, written sales promotions,
tours: press releases and other publicity matters relating to this Agreement or in which the other party's name is mentioned.
However, either party may, without prior written approval of the other party, nclude the other party's name and a factual description
of the work performed under this Agreement in its lists of references and in the experience section of proposals to third parties, in
internal business planning documents, in its annual report to shareholders, and whenever required for legal, accounting or
regulatory purposes.
(1) Agreement Structure. This Agreement is the result of an arm's length negotiation between the parties
and each of the parties has agreed to the use of the part'cular language on this Agreement. The parties further acknowledge that
any quest'ons of doubtful or unclear interpretations are not to be reso-ved by any rule or interpretation against the drafters, and
that each party has participated in drafting this Agreement. Accord:ng y, this Agreement is to be construed without regard to the
party or parties responsible for its drafting or preparation.
21. Order of Precedence In the event of conf icts or discrepancies among this Agreement and other documents
used in capturing services and fees, interpretations will be based on the fo,lowng priorities: this Agreement for Onsite Services;
the Exhibits attached to this Agreement; any PO or Change Order.
22. Counterparts, This Agreement may be executed In one or more counterparts, each of which shall be deemed
an or ginai, but all of which together shall constitute one and the same document. In making proof of this Agreement, it shall not
be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement of this
Agreement is sought. Signature to this Agreement not transmitted by facsim'le transmission, by electronic mail in portable
document format (".pdf') form, or by any other electronic mews Mended to preserve the original graphic and pictorial appearance
of a document, will have the same force and effect as physical execution and delivery of the paper document bearing the original
signature.
IN WITNESS WHEREOF, the parties have agreed to this Agreement as of the Effective Date in the preamble.
Concentra Health Services, Inc. City of Baytown
Signature; 5;, tiY: — — Signature:--
i�l IMKL
4AOA4FD06020J7C —
Name: Micnael rcnlne Name:
Title: EVP & Chief Operating Officer, Onsite health and Telemed Title:
Date: 10131 /2025 Date:
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Docus gn Envelope ID- 65182A90-EC8D-4765-881C-313COF35E43BE
EXHIBIT A
SCOPE OF WORK ("SOW")
2. Statement of Work
Please note that services listed are examples and may not reflect the full capabilities of the role; staff will perform clinical services
as agreed upon by the client and governed by their licensure/certification and State Practice Act,
Occupational Health — Provider -based
Acute Episodic (Urgent) Care
• Work -related injury/illness treatment - provider
• Upper respiratory infections
• Medical Examinations
• Headache
o Dept. of Transportation exams
• Sore throat
o General Physicals (i.e., preplacement, return to
• Non -work -related sprains/strains
work, fitness for duty)
• Lacerations
o Surveillance —(i.e., OSHA, NFPA)
• Gastrointestinal issueslurinary tract infections
• Skin irritation/rash
® Occupational Health — Medical Support (RNIMA)
• Work -related injury/illness triagelassessment - RN
® Primary Care
• Clinical testing
. Chronic disease management
o Audiograms
. Preventive care
o Pulmonary function
• Lifestyle medicine
Respirator fit
• Routine genderlage-specific exams and screenings
o VisionlTitmus
• Laboratory collections
• Drug and alcohol testing/collections
Immunizations
• Laboratory collections
• Medication management
• Vaccine Administrationllnjections
. Care coordination
• Assessments
o Injury prevention training
o Ergonomic assessments
o Functional job anal ysislfunctional testing
Travel Medicine
H Pharmacy
• Vaccination/medication administration in accordance
Depending on state law, provide may prescribe or
with WHO and CDC recommendations
dispense
• Physical examination services — country -specific
❑ Emergency Response Services — EMT-P
® Health ImprovementlWellness Services
• First aid treatment per standing orders
. Biometric screens
• Work -related injury/illness assessment
• Health risk assessments
• Emergency patient transport facilitation
• Health fairs
• Clinical testing (as trained/certified)
• Health education (monthly)
• Administrative clinic duties
❑ Physical Therapy
❑ Athletic Trainer
Jury Assessment & Rehabilitation:
lni a Assessment &„ Rehabilitation:
• Electrical modalities
• Electrical modalities
• Therapeutic exercise
• Exercise/Massage
• Flexible taping
• Flexible taping
• Manual therapy/joint manipulation
Work conditioning
• Dry needling
LSD First Aid Services:
• Work conditioning
Early reporting MSD assessment/151 Aid
MSD First Aid Services:
Nan-MSD First Aid:
• Early reporting MSD assessment115S Aid
• Non-Musculoskeletal First Aid/Emergency mgmt
❑ Physical Therapy cont.)
❑ Athletic Trainer (cont.)
10
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Docusign Envelope id. 65182AgO-EC80-4765-881C-3BCOF35E438E
Non-lrjua Services
Non-lniury Services:
•
Office & industrial ergonomic assessment
• Office & industrial ergonomic assessment
•
Functional job analyses
0 Functional job analyses
•
Wellness & preventive services
. Wellness & preventive services
•
Return to work & fit -for -duty management
. Return to work & fit -for -duty management
•
Injury prevention training
• Injury prevention training
•
Preventative musculoskeletal screening
• Preventative musculoskeletal screening
•
Post -offer, pre -placement functional testing
• Post -offer, pre -placement functional testing
•
Preventive stretching and exercise programs
• Preventive stretching and exercise programs
❑ Ancillary Services
•
Massage therapy
•
Chiropractic
•
Acupuncture
•
Behavioral health services
3. Staffing:
Concentra agrees to prov,de the following staff:
Clinician Staff
FTE Count Hours Per Week Backfiil/Coverage
Physic an Oversight (PO) Provided ❑ Yes ® No
Advanced Practice Clinician (NPfPA) 1.0 40 ® Yes ❑ No
Clinical Support, Therapy, and Operational Staff
FTE Count Hours Per Week BackfitliCoverage
Med cal Assistant ? MAj 20 80 ® Yes ❑ No
4. Hours of Operation:
None I None
'The hours of operation set forth in this Exhibit A are the general hours the Onsite Center will be open. Specific services may be
offered at various t mes within the hours of operation as agreed to by the parties in writing and as adjusted from time to time.
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Docusign Envelope ID: 65182A90-EC8D-4765-881 C-3BCOF35E438E
S. Holidays:
New Year's Day
❑ Staffed
® Not Staffed
Memorial Day
❑ Staffed
® Not Staffed
Independence Day
❑ Staffed
® Not Staffed
Labor Day
❑ Staffed
® Not Staffed
Thanksgiving Day
❑ Staffed
® Not Staffed
Christmas Day
❑ Staffed
® Not Staffed
Additional Client
Recognized Holidays:
Day After Thanksgiving
❑ Staffed
® Not Staffed
Good Friday
❑ Staffed
® Not Staffed
Martin Luther King Day
❑ Staffed
® Not Staffed
Christmas Eve
❑ Staffed
® Not Staffed
Eligible Participants (Check all that Apply):
® Employees (Full time employees not covered by Ct.enfs Medical insurance can be seen if payroll deduction form is completed
before Onsite services are rendered.)
® Spouses
® Dependents - children
® Age 2 and older
❑ Age 5 and older
® Ret-rees (,jnder 65 and on Client bene`ts)
® COBRA
❑ Independe~t Contra; tors
7. Fees to Patients for Services at Onsite
❑ Co -Pa Concentra will colleck in advance the co pay�nsurance of $_N+A_ (if none, insert N1A) due for the Sery ces provided.
❑ Clinic Visit Fee: Concentra wil, collect the client -determined clinic vsit fee of S_NIA_ (if none, insert NlA; due for the Services
provided
❑ Processing Fees: All collected monies will be cred ted to the Client, less the $8.00 per patient processing fees.
8. Electronic Medical Record/IS Platform
® Concentra Electronic Health Record (EHR;
❑ None (Paper Records)
❑ Client -Owned Electronic Medical Record
U AT,RN+EMT Clinic Platform
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Docusign Envelope ID: 65182A90-EC8D-4765-881C-3BCOF35E438E
EXHIBIT B
PROGRAM FEES ("FEES")
Estimated Labor Fees (Staffing)
Phys cian Oversight
Advanced Practice Clinician (NP1PA) - 1 FTE
Medical Assistant - 2 FTE
TOTAL LABOR FEES
Estimated Ongoing Fixed Fees
Technology Fee
Management Fee
TOTAL ONGOING FIXED FEES
Actual T12 Pass -Through Costs
Internet Network Connectivity
Medical Supplies
Laboratory
PhonerOfifce Supplies/Adminlfraveli0ther
Prescript on Dispensing
F 10% Buffer for Supply Chain YO Y Increase
TOTAL PASS -THROUGH COSTS
TOTAL ESTIMATED YEAR 1 COSTS
'Includes 3% Escalator effective 11V2026
1 The table above is based on c4rrent estimates of scope and volume
Hourly
Na
$126.18
S38.31
Monthly
Annual
$4,091.85
$49,102
$21,870,87
$262.450
$13,279.79
$159,357
$39,243
$470,910
Monthly
Annual
$2.467.55
S29,611
$5,987.18
$71,846
$8,455
$101,457
Monthly
Annual
$825.09
$9,901-02
$1.129.95
$13.559.42
S6,803,68
$81.644.15
$99.27
$1191-29
$340,67
$4.088.01
$919 87
$11.038.39
$10,119
$121,422
$693,789
(a) Any scope or volume changes may requ.re add t onal Fees by amendment to this Agreement
2. Concentra will tat ongoing labor, technology, and management fees to the Client as a flat monthly fee at 11'12 of the annual rate
(a) Concentra's standard payment terms a•e net thirty (30; days
(b) On the earlier of (i) the beginning of each twelve { 12) month period after the Effective Dale of this Agreement; or (ii) on the anniversary of the
commencement date of the existing Agreement between the parties Lif applicable) all the Fees provided In the table above (excluding the pa9s•
through items} shall automatically increase three percent (32.$).
(c) If addit-onal hours are deemed temporarily necessary for existing staff members and; or staff roles that are not overtime hours, they will be billed
as incurred at the hourly rates listed above in addition to the Month'ry Fixed Fees
(d) If the checkbox for Bak -fill above is checked -Yes'
i The hourly charge for Back -fill for that position is included in the Monthly Fee above
(e) The fixed Monthly Fees shall be paid even if the clinic location is inaccessible due to temporary shutdowns a -id Ct*M retogA:zed holidays
(f) Does not include overtime, supplemental pay hooday pay, on call pay, or bonuses for Concentra employees whether requested by Client or
deemed medically or operationa y necessary for patient cafe
i. If incurred, will be billed at cdrrent standard app=cable rates (Overtime b Iled at 1,5x the appacable rate above; holidays worked billed
at 2.OX the applicable rate above. etc.)
kg) The monthl�j retainer for physician overs-ght shal{ include up to seventeen (17) hours of the assigned ph -es clan s time per month
i Required oversight may be telephonic, in -person, and;or case review v,a the EMR (as applicable,
ii. Any add tional hours worked beyond this amount shall be billed on an hourly basis as incurred at a rate of $250 per hour
3. Technology Fees include:
ta) Software fees ;subject to change based on changes to staffing model)
tb) EMIR Hardware Fee ;all hardware purchases, ma'Nenance of hardware, and replacement of hardware items necessary to prov'de the EMR
solution, but excluding consumables;
id) Standard quarterly stewardship reporting
i. If customized reporting is requested by Client and is mutually agreed upon (hen that customized reporting would be created by
Concentra and billed on a time and materials basis at a rate of $75 per hour of Concentra developer time spent in its creation and
ongoing delivery.
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ic) No (0) standard data feeds; has been,ncluded in the above Fees for elig.'b:.lity Fles. If Client requres additional feeds, then additional Fees shall
apply,
i. If the desired data feed matches our standard layout, each addit:cnal feed would be $2.500.00.
ii If customized feeds are requested by Client (i.e., insurance carriers, etc.). then that custom.zed feed would be created by C oncentra
and b 3Ied on a time and mater,"als basis at a rate of $75 per hour of Concentra developer t-me spent in its creation.
All other costs will be passed through as incurred
(a) Travel and mileage ;at the current applicable IRS rate) expenses incurred in the performance of requ.red services (including but not limited to
clinical and physician travel, travel between Cl ent locations. onsite staff travel for training, monthly meetings, mutualy agreed agency expenses
that may be incurred during any Term, quarteHy stewardship meetings, audits, any back4ll and cokeague performance management) will be
b led back at actual cost without additional markup or management fee
(b) Ali consumable items necessary for day -today clinic operation whether requested by client or deemed medically or operationally necessary by clin_c
staff. wO be passed through to client as incurred without markup
Passed through items include, but are not limited to medical supplies, office supplies aboratory fees and supp les, sh-pping of
specimens, break room supplies. printing, postage, park'ng fees, uniforms, laundry equipment calibration and maintenance, biohazard
d�sposa-, cell phones and data plans, third party services such as MROs or X-ray over reads, as necessary.
(c) Any change in scope to the Agreement that require certifications to comply with CAOHC, BAT UDS. DOT, etc.; any asso6ated travel -related costs for
this tra;n-ng will be passed through to Client as incurred
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Docusign Envelope ID: 65182A90-EC8D-4765-881C-3BCOF35E438E
EXHIBIT C
INSURANCE
Concentra shall maintain, throughout the Term of this Agreement, at its sole expense, professional liability insurance coverage,
or adequate self-insurance, with limits of not less than one million dollars ($1,000,000) per occurrence and three million dollars
($3,000,000) annual aggregate. Where applicable, limits shall be in accordance with the Patient Compensation Fund Guidelines,
Commercial General Liability Coverage:
$1,000,000 per occurrence
$3,000,000 general aggregate
Concentra will extend Additional Insured status to Client as it relates to Services provided per written agreement.
Automobile Liability Coverage:
$2,000,000 combined single limit
Concentra will extend Additional Insured status to Clients as it relates to Services provided per written agreement.
Workers' Compensation Coverage:
1. Applicable state -mandated coverage;
2. Employer's liability coverage at the following amounts:
a. Each accident: $1,000,000
b. Disease (each employee): $1,000,000
c. Disease (policy limit): $1,000,000
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Docusign Envelope ID: 65182A90-EC8D-4765-881C-3BCOF35E438E
EXHIBIT D
ONSITE CENTER SET-UPIPREMISES
Client shall be responsible for the following, at its sole expense:
1, if anew Onsite Center, then Client shall provide adequate and appropriate office and clinic space for medical services to be
performed. If applicable, Client shall provide written specif'cations for the Onsite Center, including, at a minimum, the Onsite
Center size, location, and layout.
2, If Client has an existing Onsite Center facility, then Client shall provide Concentra full access to such facility at least
sixty (60) days prior to the Anticipated Open for Business Date to inspect the premises and determine if the facility meets
Concentra's specifications to perform the Serv'ces and security requirements. Client shall be solely responsible for any
required updates, upgrades, replacement systems, or medical equipment as may be necessary to perform the Services.
Client shall ensure that the Onsite Center meets all applicable federal, state, and local laws, regulations, rules, and codes
related to the premises, including but not limited to zoning, land use, and land development ordinances, occupancy rules,
and building and construction codes. Client must also ensure that the Onsite Center meets Concentra's written
specifications;
4. Client must maintain the Onsite Center in good repair and working order and in compliance with Concentra's service
standards (including, but not limited to, its inter or, exterior, structure, and roof) and maintained in a safe and workman like
condition. Without limiting the generality of the foregoing requirement, and by way of specific example only, Client shall keep
the Onsite Center free of debris, ice, snow;
5, Client shall provide utilities (including electricity, water, heat, plumbing, and air conditioning), janitorial service, and other
services in conformance with the written specifications provided to Concentra by Client.
6. In the event any hazardous substance is discovered at any time in, under, or about the Onsite Center in violation of applicable
law during the Term then. provided such hazardous substance was not introduced into the Onsite Center by Concentra,
Client will, at Client's expense, remove and dispose of such hazardous substance in accordance with applicable law and
sha I indemn Fk and hold harmless Concentra from and against any action under any federal, state, or local environmental
law for the sage.
7. Failure of Client to meet any provision of this Exhibit D shall be considered a breach of the Agreement.
16
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Uocusign tnveiope ID 65182A90-tG81J-4765-881G-313GUF35E438E
EXHIBIT E
INFORMATION SYSTEMS AND TECHNOLOGY
1. Concentra will provide, install, configure, manage and support all equipment and clinical software systems used by Concentra
employees, and will be responsible for appropriate training therewith. Concentra will be responsible for all licensing, maintenance,
security, and support of any workstations, equipment, and service required for internet connectivity as follows:
a. Connectivity: Applications require a full separate Concentra network and will be installed. Concentra will provide an
Internet T1 or greater connection for the Concentra appl-cations and hardware. Client is responsible for the
extension of the DEMARC (carrier hands off the circuit to Concentra) into the Onsite Center. Client will provide a
fully network communication wired facility, including Ethernet drop points located in the ceiling for wireless access
points, if applicable. Client will provide a labeled patch panel within two (2) feet of the network rack location.
If Client desires to utilize fits existing internet connection which is dedicated to the Onsite Center, then Concentra
shall install a security+network appliance (the "ARUBA RAP") to create a secure IP sec VPN tunnel connection
connecting to the Concentra network through the Clent internet in order to connect to the required software
applications to perform the Services. Client assumes primary responsibility for network performance and
operation that impacts the Concentra Services at the Onsite Center. Client assumes responsibility for any data
breaches on its own network.
b. Network/Electrical: The Onsite Center w'rll inc ude network and electrical ports above workspace counters in
accordance with Concentra's specifications. If ports are located below workspace counter, Client will provide
corresponding holes to drop device cables.
ii. Network drops are to be clearly 'dentified and labeled with port numbers correlating with the patch panel.
iii. Two (2) network ports per device and two electrical and network ports are to be no more than sixteen (16)
inches apart and must be located greater than sixteen (16) inches from a water source (sink),
iv. Adequate number of electrical/network ports: Four (4) network ports per device and two (2) electrical outlets
per workstation (1 workstation = 4 network ports and 2 electrical outlets).
c. Space, Concentra will recommend the locations for all network ports based on hardware installation needs,
determined either by site visit and,'or clinic diagram(s).
i. Adm nistrative workspaces must have adequate space to accommodate the following equipment: PC,
monitor, keyboard: printer, scanner, and mouse, as we'I' as space for the user to work. At a minimum, each
administrative workspace shall be 28 inches (28") high, two feet (2') deep, and six feet (6) long.
ii. Exam rooms must have available empty wall space at -reast 24 inches (24") wide, floor to ceiling, containing
network and electrica` ports for wall -mounted workstations.
iii. It is recommended that the network and electric ports be no more than four feet (4') away from any
workstation space in order to use standard network cables and surge protectors as priced.
Telecommunications Client will provide 4 hardware and software for an Onsite Center phone system and IT
support for the phone system Further Cl ent will provide at a minimum the following items:
i. Separate phone and facsimile lines I
ii. Ded-cated phone line for cred-t card machine for payment collection
iii. Abdity to transfer to any phone
iv. Internal lines — select Concentra employee
v. Vo!ce Mail — select lines
e. Disposition Upon Termination Upon terminaton of this Agreement, Concentra will retain all Concentra owned
equipment/hardware. However, Client and Concentra may agree that such Digital X-ray equipment (the "X-ray'
previously deployed to the Onsite Center is retained by the Client. The X-ray and the accompanying CR PC will remain
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with the Client and Concentra will dispatch a third -party vendor to the Onsite to re -image the CR PC and reload
associated medical data to the device before final turnover of the X-ray to the Client.
OR
1. Client will provide, install, configure, manage and support all equipment and clinical software systems used by Concentra
employees, in sufficient quantities and locations as to accommodate the needs of Concentra employee, after consultation with
Concentra, and will be responsible for appropriate training therewith. Client will be responsible for all licensing, maintenance,
security and support of each workstation, equipment and service. Without limiting the foregoing, the parties shall provide as
follows:
b. Access: Client will provide Concentra employee internet connectivity through a Concentra workstation to
access Concentra general corporate applications (including, but not limited to, timekeeping, email, and
training). Client IT will whitelist https:llchsapps,concentra,com, the gateway to Concentra's Citrix environment,
and other URLs as identified by Concentra as needed.
c. Equipment: Concentra will provide hardware for one workstation tone personal computer and printer) for
access to Concentra general corporate applications.
d. Telecommunications: Client will provide all hardware and software for the Onsite Center phone system and IT
support for the phone system. Further, Client will provide at a minimum the following items:
i. Separate phone and facsimile lines
ii. Dedicated phone line for credit card machine for payment collection
iii. Ability to transfer to any phone
iv. Internal lines — select Concentra employee
v. Voice Mail — select lines
e. Termination. Upon termination of this Agreement, Concentra will retain all Concentra-supplied IT equipment.
1x
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Docusign Envelope ILI: 65182A90-EC8Q-4785-881C-3BCOF35E438E
EXHIBIT F
SECURITY STANDARDS
1. Best Practices.
a. Client shall adhere to commercially reasonable best practice standards related to information security.
b. Client shall secure access to Client offices.
c. Client shall provide periodic and mandatory Information Security training and awareness to its permitted
employees and permitted subcontractors (collectively "Personnel").
d. Client shall limit access to information to the minimum necessary dataset required to accomplish the intended
purpose or use.
2. Security Policy.
a. Client shall develop and maintain a comprehensive Information Security Policy ("Policy"). Said Policy shal. be
reviewed whenever there is a material change in practices and not less than annually.
b. Client shall have a designated employee or group of employees who shall maintain said Policy.
c. Client shall monitor their Policy to ensure that the program described therein is operating in a manner
reasonably calculated to prevent unauthorized access.
3. Access Control.
a. Client shall ensure that passwords are terminated upon the removal of Personnel from provision of the Services
for any reason.
b. Client shall not permit access to Information via unsecured Wi-Fi IEEE802.11 x wireless technology or any other
unsecured wireless technology.
c. Client shall appropriately secure Information or data to prevent any physical access by unauthorized users.
d. Client shall control access to Information or data in a manner which prevents any access by unauthor zed
users.
4. Enterprise Vulnerability Management "EVM" .
a. Client shall adhere to commercially reasonable best practice standards for patch management criticality
ranking and patching time frame requirements for all IT systems, switches, routers, appliances, servers, and
workstation PC's.
b. Client shall ensure that trusted, commercially available anti-v rus software is installed. enabled, and kept current
on all Client servers and PC's used in accessing, processing, transmitting, or storing, Information.
c. Client shall implement trusted, commercially available, up-to-date spyware protection on all Client PC's used
for accessing, processing, transmitting, or storing Information.
5. Transmission Security.
a. Client shall encrypt all data, records, and files containing Information that will be transmitted wirelessly across
public networks.
b. Client shall require all transmissions of PHI to be secure and encrypted, including but not ;imited to: e-mail,
web -mail, Blackberry e-mail and other mobile device e-mail. FTP, chat and instant messaging, and web
services.
6. Device and Media Control.
a. Client shall properly dispose of any storage media containing PHI or Information, 'nclud ng those found in Multi -
Function Devices, by purge ("Purge") or destroy ("Destroy'; as those terms are defined in the Nationa, Institute
Uocusign s_nvelope IU: 6518ZA90-EUBD-4/bb-881U-3BC OF35F-4M✓ -
of Standards and Technology (°NIST") Special Publication 800-88, per all standards therein. For purposes of
this section, the terms "Multi -Function Devices" means an office machine which incorporates the functionality
of multiple devices in one. Examples include a combination of some or all of the following services: printing,
scanning, photocopying, faxing, and/or emailing.
b. Client shall implement encryption of any built-in or removable storage media in any Client controlled PC or
other portable devices which may access, store, transmit, or process Information.
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Docusign Envelope ID. 65182A90-EC8D-4765-881C-3BCOF35E43BE
EXHIBIT G
ONSITE EQUIPMENT AND BUILD -OUT /DESIGN REQUIREMENTS
TBD
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