Ordinance No. 14,215ORDINANCE NO. 14,215
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A SERVICES AGREEMENT WITH CONCENTRA HEALTH
SERVICES INC., FOR AN EMPLOYEE HEALTH CLINIC, INCLUDING MEDICAL
SERVICES, SUPPLIES AND LOCATION; AUTHORIZING PAYMENT BY THE
CITY OF BAYTOWN OF AN AMOUNT NOT TO EXCEED FIVE HUNDRED
TWENTY-EIGHT THOUSAND AND NO.'100 DOLLARS ($528,000.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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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 negotiate and enter into a services agreement with Concentra Health Services Inc., for
an employee health clinic, including medical services, supplies and location, from January 1, 2020, to
December 31, 2020. A copy of such 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 FIVE HUNDRED TWENTY-EIGHT THOUSAND
AND NO'100 DOLLARS ($528,000.00), pursuant to the Agreement 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 (2510) or decreased by more than twenty-five percent (2500) 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.
B ON CAPETILT6, Mayor
AA
C BRYSCH, Ci 'lerk
APPROVED AS TO FORM:
y.Q1Ad9
NACIO RAMIREZ, SR., ' y Attorney
R:IKarenlFiles\City Council\Ordinance 2019',September 26 ConcentraHealthServicesContract.doc
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 1 st
day of January, 2019 (the "Effective Date"), by and between Concentra Health Services, Inc., a Nevada
Corporation, for the benefit of and on behalf of its subsidiaries, affiliates, and managed and professional
associations and corporations ("Concentra") and the City of Baytown ("Client").
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 affiliates acting as the billing parties for the purposes of obtaining the fees for the Services
outlined in this Agreement (the "Billing Group") include Occupational Health Centers of the Southwest, P.A., d/b/a
Concentra Medical Centers; 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 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 additional one
(1) year 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 (i) 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. It is 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
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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.
3. Obligations 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
space 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 (RO1). Concentra shall communicate the
summary data required to use in the analysis. If the data is not provided to Concentra, the RO1 will be calculated using
industry assumptions and may not reflect the actual RO1 experienced by Client, and any performance guarantees
associated with a customized Client RO1 will not be applicable.
(g) Resources. Client shall provide in writing a single primary point of contact for implementation
project management and ongoing account management.
4. Termination. The termination provisions are follows:
(a) During the Initial Term, Client may terminate this Agreement without cause upon ninety (90)
days prior written notice. If, during the first twelve (12) months of the Initial Term the Client terminates this Agreement
without cause, then the Client will pay Concentra any shutdown costs related to such termination (including but not
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limited to severance and administrative closing expenses) up to a maximum amount of three (3) months of the Annual
Fee.
(b) After the Initial Term, either party may terminate this Agreement without cause upon ninety
(90) days prior written notice to the other party. Client will pay Concentra: any shutdown costs related to such
termination (including but not limited to severance and administrative closing expenses).
(c) Either party may terminate this Agreement upon thirty (30) days written notice to the other
party in the event of an alleged breach of this Agreement. If the alleged breach remains uncured following such 30-
day period specified in the written notice identifying the alleged breach, then the Agreement may be terminated by the
non -breaching party. The breaching party shall be liable for all direct costs, fees, expenses and damages 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 liabilities under this Agreement except as expressly provided under this Agreement.
(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 six (6) 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 prior to the expiration of the then current Initial
Term or Renewal Term, as applicable.
(f) Termination of this Agreement shall not affect Client's obligation to pay any proper Fees and
costs (as set forth in Exhibit j incurred prior to termination.
5. Temporary Onsite Center Shutdown; Holidays.
(a) Temporary 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 the following:
(i) Any Temporary Shut -down; and
(ii) Any Client designated holiday which is not a Concentra recognized holiday.
6. 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 personnel performing Services hereunder are appropriately licensed 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 (or refrain from acting) in a manner described herein shall constitute a material
breach by Client.
1. 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
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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.
8. Nature of Relationship. Concentra shall 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,
employer/employee relationship or any legal or equitable relationship other than that of client and independent
contractor.
Non -Solicitation and Non -Recruitment. Intentionally Omitted.
10. Confidentiality.
(a) The parties recognize and acknowledge that in the course of performing their duties and
obligations under this Agreement the parties may have access to the other party'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 party 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 10(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 §164.501, or individually identifiable health information as defined in 45 CFR Parts
160-164 and the federal security standards as contained in 45 CFR Part 164.
(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 (iii) recover damages, losses, and expenses of any nature, arising out
of, resulting from or otherwise relating to such disclosure or threatened disclosure. Anything contained in this Section
10 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 10(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 10(b) to the contrary notwithstanding, the provisions of this Section 10(b) are not intended to
cover information, 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
Texas 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 decision 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
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breach of this Agreement for which the agreement may be terminated or the Client may be liable to Concentra in any
way.
This Section 10 shall survive the termination of this Agreement.
11. Indemnification.
Concentra shall indemnify, defend, and hold harmless the Client, and Client's officers, directors,
employees, and affiliates, from and against any and all liability, loss, cost, or expense (including, without limitation,
reasonable 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 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 it with all available information under the control of the Client or its
employees, agents, servants or representatives with respect thereto.
This Section 11 shall survive the termination of this Agreement.
12. 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, any retention required by law (including OSHA), any photocopies
requested, or any records/data requested to be provided in an electronic format and/or
transferred to the Client or New Medical Provider(s). 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
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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.
(iii) 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.
(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 12 shall survive the termination of this Agreement.
13. Security Audit Rights.
(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 Client 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 13.
(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 with 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.
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14. Client Audit. Upon Client providing thirty (30) days advance written notice to Concentra, Client
may inspect the books, procedures, and records of Concentra (excluding financial data and Confidential Information)
to monitor compliance with this Agreement. Any such audit shall be at Client's sole expense. Client 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.
15. Concentra's Personnel.
(a) Concentra is solely responsible for the hiring, training, and performance management of all
Concentra employees at the Onsite Center; provided that Client shall input into the selection and hiring of any
Concentra employees that will be assigned to 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. Concentra shall make employment decisions regarding employees at the
Onsite Center in accordance with its HR policies and procedures.
(c) If, at any time during the Term of this Agreement, Concentra is required to provide
replacement personnel (the "Back -Fill Personnel") at the Onsite Center, whether due to scheduled or unscheduled
absences or otherwise, of any Concentra employee (which includes, but is not limited to, physicians, physician
assistants, registered nurses, physical therapists, etc.) provided by Concentra 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
Personnel due to such scheduled or unscheduled absence. However, if Concentra cannot provide such Back -Fill
Personnel equal to the position required from the already assigned Onsite Center personnel, then Concentra must
request an agency or other available Concentra employee to provide such Back -Fill Personnel equal to that
Concentra employee absent to render the Onsite Center Services (which such Back -Fill Personnel must have equal
or better credentials to the position vacant due to such absence). Upon the Client's written request, Concentra shall
use such agency or other Concentra employee at a higher hourly rate, then the difference in the hourly rate
associated with such Back -Fill Personnel will be invoiced as a separate line item to the Client on a monthly basis as
a standard Service under this Agreement. Back -Fill provided under this Agreement shall be billed at the hourly rate
along with travel related expenses associated with such Back -Fill Personnel placement.
16. 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 entire agreement and
understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior 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; (ii) if sent via overnight delivery by a nationally
recognized overnight carrier, upon the delivery date; or (iii) if sent by United States mail, three (3) 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 1200W
Addison, Texas 75001
Attn: Legal — Contracting (Onsites)
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With a copy to: Concentra Health Services, Inc.
5080 Spectrum Drive, Suite 1200W
Addison, Texas 75001
Attn: Dawn Carter — Vice President, Onsites
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 this provision for failure to perform its obligations under this Agreement.
(d) Waiver. The failure of either party to exercise 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 given time, 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 written 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.
(g) Severability. If any provision of this Agreement is 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, in 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.
(h) Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the state in which the Services are performed, without regard to conflict/choice of law
principles and venue for all purposes shall lie in Harris County, Texas.
(i) 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, then this Agreement shall, in good faith, be amended by the parties to provide for
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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) Publicity. 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, include 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 particular language on this Agreement. The parties
further acknowledge that any questions of doubtful or unclear interpretations are not to be resolved by any rule or
interpretation against the drafters, and that each party has participated in drafting this Agreement. Accordingly, this
Agreement is to be construed without regard to the party or parties responsible for its drafting or preparation.
(m) Counterparts. This Agreement may be executed in counterparts and delivered to each of
the parties by facsimile. Facsimile, photocopy, or electronic signatures are deemed an original instrument, but all
such counterparts taken together constitute on and the same agreement.
17. Order of Precedence. In the event of conflicts or discrepancies among this Agreement and other
documents used in capturing services and fees, interpretations will be based on the following priorities: this
Agreement for Onsite Services; the Exhibits attached to this Agreement; any PO or Change Order.
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: Signature:
Name: John del-orimier Name:
Title: Executive Vice President Title:
Date: Date:
R Karm Fdec Connaas C—In Health Ser% aQt)Ba)ionn 07(Concama Wits from the call)(1) dh
EXHIBIT A
SCOPE OF WORK ("SOW")
1. Location. Services provided at the followinu location:
4002 Garth Rd, Suite 130 j Baytown, Texas 77521
Z Statement of Work
Occupational Health
• Work -related injury and illness assessment
• Examination and Management
DOT Physical
General Physicals
• Medication and Injections
• Laboratory Collection
• Drug and Alcohol Screens
Breath alcohol
Drug screens
Acute Episodic Care
• Common Illnesses
• Upper Respiratory Infections
• Headaches
• Sore throats
Primary Care
• Chronic Disease Management
• Routine Annual Exams and Screenings
• Prescription Management
• Preventive Care
Wellness
• Return to Work & Fit for Duty Management
• Biometric Screening
3. Staffing:
Concentra agrees to provide the followin staff:
L ,.
Carol
• Sprains/strains/lacerations
• Gastrointestinal complaints
• Rashes
• Urinary Tract Infection
• Care Coordination
• Lifestyle Medicine
• Lab Draws
• Immunizations
• Health Fairs / Lunch N Learns
FTE Count
Hours Per Week
Backfill
Physician Oversight
0.1
4
❑ Yes ® No
Advanced Practice Clinician (APC NP/PA
General
1.0
40
® Yes ❑ No
& Support
FTE Count
Hours Per Week
Backfill
Medical Assistant MA
1.0
40
® Yes [:]No
Medical Assistant MA
1 1.0
40
® Yes ❑ No
4. Hours of
7am4Dm 17am-4Dm 18am-5Dm I 7am4Dm 18am-5am I None I None I
'The hours of operation set forth in this Exhibit A are the general hours the Onsite Center will be open. Upon mutual agreement of the parties, these
hours may change as requested by Client based upon utilization of the Onsite Center Specific services maybe offered at various times within the hours
of operation as agreed to by the parties in writing and as adjusted from tune to time
5. Holidays:
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New Year's Day
❑ Staffed
® Not Staffed
Memorial Da
❑ Staffed
® Not Staffed
Independence Day
❑ Staffed
® Not Staffed
Labor Day
❑ Staffed
® Not Staffed
Thanksgiving Day
❑ Staffed
® Not Staffed
Day After Thanksgiving
❑ Staffed
® Not Staffed
Christmas Day
Staffed
® Not Staffed
Christmas Eve
❑ Staffed
® Not Staffed
Good Friday
❑ Staffed
® Not Staffed
6. Eligible Participants:
Employees
Spouses and dependents (covered by Client's
medical insurance)
Children (2 years old and up) (covered by
Client's medical insurance)
Retirees and their spouses and dependents
(under 65) (covered by Client's medical
insurance)
Cobra
7. Employees not Covered by Client's Medical Insurance
Concentra will provide to each employee not covered by Client's medical insurance the Client's payroll deduction form and
will collect the same from the employee prior to Services being rendered at the Onsite Center.
8. Electronic Medical Records
Concentra Electronic Medical Records
9. Vendor Partnerships
Work with City of Baytown's healthcare vendor partners, which may include, but not be limited to, Virgin Pulse and CorVel.
The parties mutually agree to ensure a strategic partnership continues to improve the Services through continual review.
R K— H. C.wt—i.,C—t. H.11h Sa—. Ory Bapo%n 07(Con—Ua .vaa from Lh-11) (3) doca
EXHIBIT B
Start-up Fees
Equipment & Supplies
Estimated Onsite Program
City of Baytown
As Incurred
TOTAL STARTUP FEES
As Incurred
Position
Hourly
Monthly
Annual Fee
Physician Oversight — 0. 1 FTE
$200.00
$3,466.67
$41,600
Advanced Practice Clinician (APC) (NP/PA —1 FTE
$107.69
$18,666.67
$224,000
Medical Assistant MA —1 FTE
$32.58
$5,646.92
$67,763
Medical Assistant MA —1 FTE
$32.58
$5,646.92
$67,763
TOTAL LABOR FEES
$33,427.17
$401,126
-
Pass Through Clinical/Admin/Supplies
I As incurred
Technology Fee
$11,000
Internet Network
As Incurred
Management Fee
$60,170
TOTAL ONGOING FEES
1 $71 170
• The table above is based on current estimates of scope and volume
0 Any scope or volume changes may require additional Fees by amendment to this Agreement
• Start Up Fees
The actual one-time Fee for supply and equipment will be dependent upon the facility size and configuration
■ Items purchased will be passed through as incurred; provided that such purchase has been approved in advance in writing by Client
Staffing will begin up to thirty (30) days prior to the Onsite Center opening and will be billed as incurred unless current staffing is retained.
Implementation is anticipated to be finalized within ninety (90) days of the implementation commencing. The panties agree that implementation is
considered complete on the date the Onsite Center is open for business
• Concentra will bill ongoing labor, technology, and management fees to the Client as a flat monthly fee at 1/12 of the annual rate
Our standard payment terms are net thirty (30) days
If additional hours are deemed temporarily necessary for existing staff members that are not overtime hours, they will be billed by the hour as
incurred at the rates listed above
o In the event that the clinic location is deemed unavailable to work (due to temporary site shut downs, Client recognized holidays, etc.), then the
monthly fixed fees continue to apply
o Does not include overtime, supplemental pay, holiday pay, or on -call pay for Concentra employees, whether requested by Client or deemed
medically or operationally necessary for patient care
• If incurred, will be billed at current standard applicable rates (Overtime billed at 1.5X the applicable hourly rate above; Holidays
worked billed at NX the applicable hourly rate above.)
• Technology Fees include:
Software fees (subject to change based on changes to staffing model)
EMR Hardware Fee (all hardware purchases, maintenance of hardware and replacement of hardware items necessary to provide the EMR
solution, but excluding consumables)
Patient survey
Standard quarterly stewardship reporting
All other costs will be passed through as incurred
Travel and mileage (at the current applicable IRS rate) expenses incurred in the performance of required services (including but not limited to
clinical and physician travel, onsite staff travel for training, monthly meetings, quarterly stewardship meetings, audits, and colleague performance
management) will be billed back at actual cost without additional markup or management fee
All consumable items necessary for day to day clinic operation, whether requested by client or deemed medically or operationally necessary by clinic
staff, will be passed through to client as incurred without markup
■ Passed through items include, but are not limited to: medical supplies, office supplies, laboratory fees and supplies, shipping of
specimens, break room supplies, printing, postage, parking fees, uniforms, laundry, equipment calibration and maintenance, biohazard
disposal, cell phones (where on -call services are authorized by the scope of work), third party services such as MROs or X-ray over reads
if necessary, etc.
Any change in scope to the Agreement that require certifications to be in compliance (CAOHC, BAT, UDS. DOT, etc.). and any travel related to this
training will be passed through to Client as incurred
R Kann Fd.Commas Co t. H.11h S—s Cd)W)I.— 1n71Co V..d f—th-11)(3).d—
EXHIBIT C
INFORMATION SYSTEMS AND TECHNOLOGY
1. Upon implementation and assessment of the current Client Onsite Center, if Concentra requires any update or replacement of the network system, then Concentra shall
provide Client the required network updates which may include, at Client's expense, installing, configuring, managing and supporting all equipment used by Concentra
employee, 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. Should Concentra desire any changes to the existing Onsite Center, Concentra shall obtain Client's written approval prior to making any
change to the Onsite Center.
a. Connectivity: Upon assessing the current network system, the parties agree that any changes that maybe required by Concentra to transition such network
shall be mutually agreed upon prior to such implementation. The Concentra applications require a full separate Concentra network and if required may be
installed. Concentra will provide an Internet T1 or greater connection for the Concentra applications and hardware. If not already in place, Client is
responsible for the extension of the DEMARC (carrier hands off the circuit to Concentra) into the Onsite Center. Client will provide access to any existing
network communication wired facility, including Ethernet drop points located in the ceiling for wireless access points, if applicable. Client will provide access
to any existing labeled patch panel within two (2) feet of the network rack location.
i. As an alternative, if Client desires to utilize its existing intemet connection which is dedicated to the Onsite Center and such intemet connection does not
exist in the current 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 Client intemet 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.
2. Disoosition Upon Termination: Upon termination of this Agreement, Concentra will retain all Concentra-owned equipment/hardware. However, it is expressly understood and
agreed that any equipment/hardware paid for, in whole or part, by Client shall be the property of Client. Client and Concentra 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 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.
R:W—.T.1oAComM0Co m=Hcald.SWa—ACny Bayl-07(Conamua Wits from dtx call)()).do,.x
EXHIBIT D
ONSITE CENTER SET-UPIPREMISES
Client shall be responsible for the following, at its sole expense:
■ Client shall provide adequate and appropriate office and clinic space for medical services. Client shall provide written
specifications for the Onsite Center, including, at a minimum, the Onsite Center size, location, and layout.
■ 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 Services 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 Services2.
■ 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;
■ 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 interior, 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;
■ 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.
■ 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 shall
indemnify and hold harmless Concentra from and against any action under any federal, state, or local environmental law for the
same.
■ Failure of Client to meet any provision of this Exhibit D shall be considered a breach of the Agreement.
14
R Karm Frla Comracas Cmrcwtm Nmlrh Sasic City Bay)—s07(Concmuainnsfromthe call)(3)d—
EXHIBIT E
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
The Client shall be named as an additional insured on the commercial general liability coverage the automobile liability coverage and
Concentra shall provide a waiver of subrogation in favor of Client for each of the above -referenced policies.
15
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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 shall 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 IEEE802.11x 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 unauthorized users.
4. Enterprise Vulnerability Management VEVM"1.
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 -virus 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 limited 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, including those found in Multi -Function Devices, by
purge ("Purge") or destroy ("Destroy") as those terms are defined in the National Institute 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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