Ordinance No. 14,214ORDINANCE NO. 14,214
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO
ATTEST TO THE SECOND AMENDMENT TO AND EXTENSION OF THE
AGREEMENT WITH CAREHERE MANAGEMENT, PLLC, FOR THE
ADMINISTRATION OF AN EMPLOYEE HEALTH CLINIC, INCLUDING
MEDICAL SERVICES AND SUPPLIES; AUTHORIZING PAYMENT BY THE CITY
OF BAYTOWN OF AN AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY
THOUSAND AND NO.100 DOLLARS ($150,000.00); 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 1: That the City Council of the City of Baytown, Texas, hereby authorizes the City
Manager to the Second Amendment to and Extension of the Agreement with CareHere Management,
PLLC, for the administration of an employee health clinic, including medical services and supplies. A
copy of said amendment 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 in an amount
not to exceed ONE HUNDRED FIFTY THOUSAND AND NO'100 DOLLARS ($150,000.00) pursuant
to the Amendment authorized in Section 1 hereof.
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 NO 100 DOLLARS
($50,000.00) or less; however, the original contract price may not be increased by more than twenty-five
percent (25%) 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.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 261h day of September, 2019.
ON CAPETILL ayor
AETICIA
ST:
5d X 3d a,
BRYSCH, Cib,4Merk
co
APPROVED AS TO FORM: r
INNACIO RAMIREZ, SR ty Attorney `u'}
RrKaren. Files.City CounciFordinankW019 September 26 CareHere2ndAmendment&Extension.doe
Exhibit "A"
SECOND AMENDMENT TO AND EXTENSION OF THE
AGREEMENT BETWEEN
CAREHERE MANAGEMENT, PLLC AND THE CITY OF BAYTOWN, TX
This Second Amendment and Extension is entered into as of the -1� day of ,lwh^ 6W , 2019 (the
"Second Amendment") by and between Carellere Management, PLLC ("CareHere") and the City of
Baytown, TX ("Employer"), collectively the "Parties," and each, a "Party."
WHEREAS, the Parties entered into the Employer Agreement on February 10, 2014, as amended
January 30, 2018 (the "Existing Agreement");
WHEREAS, thereafter, the Parties entered into the First Amendment to and Extension of the Agreement
to extend the term to 10/01/2019 and allow for three (3) additional one (1) year renewals thereafter (the
"First Amendment"); and
WHEREAS, the Parties desire to amend the First Amendment and Existing Agreement again to extend
the existing term to 12/31/2019 with no additional renewals thereafter; and
WHEREAS, pursuant to Section 3.09 of the Existing Agreement, the amendment contemplated by the
Parties must be contained in a written agreement signed by each Party.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
Definitions. Capitalized terms used and not defined in this Amendment have the respective
meanings assigned to them in the Existing Agreement.
2. Amendments to the Existing Agreement. As of the Effective Date (defined below), the First
Amendment and Existing Agreement are hereby amended or modified as follows:
The current term is extended to 12/31/2019 with no additional renewals thereafter.
3. Date of Effectiveness; Limited Effect. This Second Amendment will be deemed effective
as of the date first written above (the "Effective Date"). Except as expressly provided in this
Second Amendment, all of the terms and provisions of the First Amendment and the Existing
Agreement are and will remain in full force and effect and are hereby ratified and confirmed by
the Parties.
4. Miscellaneous.
(a) This Second Amendment shall be governed by, and interpreted in accordance with, the
Page 1 of 2
Amend.Tem.20151214
laws of the State of Texas, without giving effect to its conflict of laws provisions.
(b) This Second Amendment is binding upon the parties, their successors and assigns.
(c) The headings in this Second Amendment are for reference only and do not affect the
interpretation of this Second Amendment.
(d) This Second Amendment may be executed in counterparts, each of which is deemed an
original, but all of which constitutes one and the same agreement.
(e) This Second Amendment along with the First Amendment and Existing Agreement
constitutes the sole and entire agreement of the Parties with respect to the subject matter
contained herein, and to the extent of any conflict, this Second Amendment supersedes all
prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the Employer and CareHere have executed this Amendment as of the date
first above written.
City of Baytown, TX
By:
Name:
Title:
Address:
Amend.Tem.20151214
CareHer
By:
Name:
Title:
President and CEO
Address: 5141 Virginia Way
Suite 350
Brentwood, TN 37027
Page 2 of 2