HomeMy WebLinkAboutC2010-402 - 11/9/2010 - ApprovedSERVICE AGREEMENT
No. SAI1-006
THIS EMPLOYER-SPONSORED HEALTH WELLNESS CLINIC CONTRACT (this
"Agreement") is entered into by and between H2U Wellness Centers LLC d.b.a. First Onsite (the
"Contractor") and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City"}
effective for all purposes upon execution by the City Manager.
WHEREAS Contractor has proposed to provide EMPLOYER-SPONSORED WELLNESS
CLINIC in response to Request for Proposal No. BI-0185-10, which is incorporated herein by
reference;
WHEREAS the City has determined Contractor to be the most advantageous Proposer;
NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows:
1. Services. Contractor will provide the EMPLOYER-SPONSORED WELLNESS CLINIC
in accordance with Request for Proposal No. BI-0185-10, which is incorporated herein by reference.
Contractor provides the following performance guarantees and, unless otherwise indicated, agrees to
achieve each metric and that each metric will be measured an a monthly basis. The percentages listed in
the columns styled "1St Year" and " 2"d & Subsequent Years" below, constitute that portion of the 50% of
the annual management fee set out in Section 3 of this Agreement that is at risk of forfeiture. Thus, by
means of example: for each month in the second year in which the Contractor's electronic medical
records system is not fully functiona195% of the time, Contractor agrees to forfeit one-twelfth of the S%
of the 50%o of the annual management fee at risk; thus, the amount forfeited in this example is $1.19.63
calculated as follows: ({($35,889 x 50%) x 8%) x (1/12)} = $119.63. Contactor shall deduct such
amount{s} from the monthly invoice applicable to the last month of the contract quarter and from each
monthly invoice thereafter until said amount is credited to the City by means of deduction from the
invoices as described herein. Such forfeited amount{s) shall be disclosed to the City by the Contractor in
the quarterly review meeting described in Section 1, F of this Agreement. If, at the end of the term of this
Agreement, there are not sufficient invoices from which to deduct such amount{s), Contractor agrees to
pay the City such amount(s), in the form. of a check, that Contractor shall remit to the City no later than 30
days subsequent to the end of the term of this Agreement.
2nd &
Subsequent
1St Year Years
A. Im_ plementation
10%a 0% 1. EMR:
Contractor's electronic medical records system (EMR) shall be fully
functional upon implementation of the clinic.
^ ~ ^ M 2010-402 2. Implementation Date:
M20i0-272 t
11/09/10 ~~~~~
Furst Onsite
Contractor shall have the clinic open for business, including being staffed
with one nurse practitioner and one medical assistant, no Iater than
January 31, 2011.
B. Administration
4% S% 1. EMR:
Contractor's electronic medical records system will be fully functional
95% of the time.
2%a 4% 2. Reports:
- Contractor shall provide the standard reports set by the fifteenth
(15th) day of the month following the month to which the reports
apply, as indicated below:
- Monthly Stats Report
- Productivity Summary
- Top 5 Diagnosis
- Top 5 Referrals
- Top 5 Medications
Appendix 11 reports will be received as follows:
- Employee reports will be received no later than 7 working days after
completion of the HRA and/or biometric screening
- Employer aggregate report will be received no later than 10 working
days after completion of the HRA and/or biometric screening
Contractor shall provide any other reports necessary to properly evaluate
performance metrics set forth herein.
2% 4% 3. Staff Retention:
Contractor shall ensure no more than 100% turnover, per position, per
contract year.
2% 4%a d. Client Satisfaction:
a. The number of complaints submitted to the City's Human Resources
Department shall not exceed ten {10%) percent of visits per contract
quarter.
b. Contractor shall effectively address all complaints within 48 hours of
such complaints.
C. Clinic Operations
10% 10% 1. Methods of Outreach:
a. Provide a marketing communication plan that includes a monthly
newsletter.
b. Participate in Employee Insurance Advisory Committee meetings and
City Council meetings regarding insurance matters.
10%a 10% 2. Wait Time:
Commencing with the seventh month of this Agreement and continuing
for the duration of this Agreement, 90% of all patient visits shall have a
wait time of 15 minutes or less.
20% 20% 3. Return on Investment:
In order for the City to achieve sufficient Return on Investment,
commencing with the third month of this Agreement, the Contractor shall
experience a minimum of 320 visits per month for the term of this
Agreement and any extensions hereof.
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D. Satisfaction
10% 15% 1. Service
10% 15% 2. Staff
10% 10% 3. Facility
Contractor shall provide a client satisfaction survey in two forms:
- Available at the time of each patients' visit to the clinic, with submission
at the clinic prior to patients' departure, and
- Via the Internet, including a means by which patient feedback may be
provided anonymously.
E. Contractor will provide a brief overview of the Wellness Clinic via power paint and/or via afive-
minute or less video presentation for presentation to the City's new hires during new hire orientation.
F. Contractor will schedule and conduct quarterly review meetings (quarter is contract quarter, not
calendar quarter} with the City which will include review of all facets of the Clinic's operations,
including, but not limited to the performance guarantees enumerated in A through D of this section
and of this Agreement and the Contractor's provision of applicable reports. Quarterly review
meetings shall be conducted by the Contractor an or before the 15a` day of the month following the
end of the quarter to which the quarterly review meeting applies.
G. Contractor will participate in the City's health fair, review health information provided to Contractor
by City and use same to create a comprehensive wellness strategy for the City and will conduct annual
HRAs as requested by the City.
H. During the term of this Agreement, any extension hereof and for a period of eighteen months
subsequent to expiration or termination of this Agreement or any extension hereof, with patient's
consent and within 30 days of City's request, Contractor shall provide all patient files, in Electronic
Medical Record format, to the City andlor directly to another entity of the City's choosing at no cost
to the City or to other entity.
2. Title to IrnprovenrAents. Title to all improvements permanently constructed, installed or attached
to the approximately 1,004 square feet ("Premises"} located on the sixth floor of City Hall, 1201 Leopard Street,
Corpus Christi, Texas, passes to the City at the time of installation or construction. Title to all moveable trade
fixtures and equipment and all expendable equipment furnished by Contractor at all times remains with Contractor;
Contractor must remove its moveable equipment within a within sixty days after expiration, termination or
cancellation of this Agreement. If not removed within sixty days, title to said equipment passes to the City. .
3. Fee for Services. The City agrees to pay the Contractor those fees mutually agreed to between
bath parties as follows or as amended during the term of the agreement:
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Uptian 1: Staffed with 1 Nurse Practitioner and 1 Medical Assistant.
~) ~tl~n: 1) 1?`h •slcla~t .?-sslslartt or f l);Nut•se Pr~ctltiotter ~ i nZedical Assistant
YR1 YR2 YR3
Total Clinic Revenue $ - $ .. $ -
CLINIC EXPENSES
rl~aual Expetase Growth Rate Assumption 3.0'% 3.0% 3. L~/o
Salaries and Wages $201,783 $20'1,836 $214,071
Supplies $25,588 $26,263 $27,578
Misc Expenses $20,6'2$ $21.,247 $21,884
Suk~-Total Clinic Expenses $248,099- $255;346 $263,534
ManagementFe.e $34,844 $35,889 $36.966
Total Clinic Expenses & Pecs $282,943 $291,235 $300,500
TOTAL EXPENSES LESS REVENUE 5282,943 $291,235 $300,500
Prescription Medication Expense $86,518 $91,000 $95,605
Lab Expenses $15,748 $]:7,595 $18,86
TotalPass Through.(estitnated} $.103,365 $108,596 $114,091
The YR1 estimated monthly fixed fees for option 1 are $23,579.
4. Term. This Agreement is for three, years, commencing on the date signed by the Iasi signatory
hereto. The term includes an option to extend for up to two additional twelve-month periods subject to
the approval of the Contractor and the City Manager or his designee ("City Manager".)
5. Contract Administrator. The Contract Administrator designated by the C1ty is responsible for
approval of all phases of performance and operations under this Agreement including deductions for
non-performance and authorizations for payment. All of Contractor's notices or communications
regarding this Agreement must be directed to the Contract Administrator, who is the Human Resources
Benefits Manager.
6. Independent Contractor. Contractor will perform the services hereunder as an independent
contractor and will furnish such services in its own manner and method, and under no circumstances or
conditions may any agent, servant, or employee of Contractor be considered as an employee of the City.
7. Insurance. Before activities can begin under this Agreement, Contractor's insurance
company{ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the
Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be
given at Least 30 days notice of cancellation, material change in the coverages, or intent not to renew any
of the policies by certified mail. The City must be named as an Additional Insured. The City Attorney
must be given copies of all insurance policies within 15 days of the City Manager's written request.
Insurance requirements are incorporated herein in Request for Proposal Na. BI-0185-10 which is
incorporated herein by reference, and may be revised annually by the City Manager upon 30 days written
notice to Contractor.
8. Assignment. No assignment of this Agreement or any right or interest therein by Contractor is
effective unless the City first gives its written consent to such assignment. The performance of this
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Agreement by Contractor is of the essence of this Agreement and the City's xight to withhold consent to
such assignment is within the sole discretion of the City on any ground whatsoever.
9. Fiscal Year. All parties recognize that the continuation of any contract after the close of any
fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget
approval providing for such contract item as an expenditure in that budget. The City does not represent
that the budget item will be actually adopted, that determination is within the sole discretion of the City
Council at the time of adoption of each budget.
Ia. Waiver. No waiver of any breach of any term or condition of this Agreement or Contractor's
proposal in response to Request for Proposal No. BI-0185-10 waives any subsequent breach of the
same.
11. Compliance with Laws. This Agreement is subject to all Federal laws and laws of the State
of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable
law for any legal disputes arising out of this Agreement is the law of Texas and the venue far such
disputes is the appropriate district, county, or justice court in and for Nueces County, Texas.
12. Subcontractors. Contractor may use subcontractors in connection with the work performed
under this Agreement. When using subcontractors, however, Contractor must obtain prior written
approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all
their acts and omissions to the same extent as if the subcontractor and its employees were employees of
Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had performed the services.
13. Amendments. This Agreement maybe amended only by written agreement signed by duly
authorized representatives of the parties hereto.
14. Termination. The City Manager may terminate this Agreement for Contractor's failure to
perform the services specified in Request for Proposal Na. BI-0185-10. Failure to keep all insurance
policies in force for the entire term of this Agreement is grounds for termination. The Contract
Administrator must give Contractor 5 work-days written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may
terminate this Agreement immediately thereafter.
Alternatively, City may terminate this Agreement, with or without cause, upon 20 days written
notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to
Contractor for failure to pay or provide proof of payment of taxes as set out herein.
15. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide,
publication 15, as it maybe amended. Contractor must provide proof of payment of these taxes within 30
days after City Manager's written request therefore. Failure to pay ox provide proof of payment is
grounds far the City Manager to immediately terminate this Agreement.
* 16. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that
substantially conforms to the City's policy. The City has azero-tolerance drug policy.
* 17. Violence Policy. Contractor must adapt a Violence in the Workplace and related hiring
policy that substantially conforms to the City's policy. The City has azero-tolerance violence policy.
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18. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is
deemed received on the day faxed or hand-delivered or on the third day after deposit, if sent certified
mail. Notice shall be sent as follows:
IF TO CITY:
City of Corpus Christi
Attention: Human Resources Benefits Manager
P. O. Box 9277
Corpus Christi, Texas 78469-9277
Fax No.: 361-844-1730
IF TO CONTRACTOR:
Contractor Name: H2U Wellness Centers, LLC d.b.a. First Onsite
Contact Person: Brian Jones
Address: 3322 West End Avenue, Suite 400
City, State, Zip: Nashville TN 37203
Fax No.: 866-666-6082
19. Month-to-Month Extension. If the City has not completed the procurement
process and awarded a new EMPLOYER-SPONSORED WELLNESS CLINIC contract upon the
expiration of this Agreement, then Contractor must continue to provide services under this Agreement, at
its current fee, on a month-to-month basis until a new contract is awarded by Council. This Agreement
automatically expires on the effective date of a new contract; the Contract Administrator will provide
written notice of the effective date of the new contract to Contractor.
20. Indemnification. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND
DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
(INDEMNITEES) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS
AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES,
PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR
ARE CLAIMED TD ARISE DUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE
PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR
DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR
CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF
INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR
MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR
SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER
COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS,
CLAIMS, DEMANDS OR ACTIONS.
21. Severability. Each provision of the Agreement shall be considered to be severable and, if,
for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any
existing or future applicable law, such invalidity shall not impair the operation of or affect those portions
of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if
the invalid or unenforceable provision or part thereof had been omitted.
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SIGNED this ~~day of ~~ , 20~
Contractor: ~~ VI i.~ ~-~~ n~e sy CC.n-~~'S ~Z'~"
Signature
Name: c~.n ~O ~t e.5
Title: ~i ~~ ices: c~.e-,nom
CITY OF ORP S CH TI
Michael arre a Date
Assistant Director of Financial Services
APPROVED THIS o?8 DAY OF ~~
CARLOS VALDEZ, CITY ATTORNEY
By: °~
ssistant City Attorney
20 l a
~~~ I O' ~~~ AIITHORIL~
~~ co~~c~l..,~.1.~,~~~I D
SEC~E7ARY
a~~sr. _
~tr~r s~c~~,~~
Incorporated by Reference:
Exhibit A: Request for Proposal No. BI-0185-10
Exhibit B: Proposer's Proposal
Exhibit C: City Hall Wellness Clinic Construction Improvements Requirements
Exhibit C
City Hall Wellness Clinic Construction Improvements Requirements
A. When constructing the City Hall Wellness Clinic Improvements, CONTRACTOR, First Onsite
shall ensure that the plans and specifications shall 6e prepared by state-licensed architects or
engineers. The plans and specifications are subject to approval of the City Director of Engineering
and City Director of Human Resources.
B. CONTRACTOR shall require the sub-contractors who are awarded contracts for construction of
the City Hall Wellness Clinic Improvements to furnish the following bonds by surety companies
. authorized to do business in Texas:
1. Payment Bond - A payment band in the amount of One Hundred Percent (100%} of the
contract shall be furnished for the protection of all persons, firms and corporations who
may furnish materials or perform labor. The payment bond shall be made with CITY as an
Obligee. This re uirement does not a 1 if the amount of the construction contract
is $25,000 or less.
2. Performance Bond - A performance bond in the amount of One Hundred Percent (100%)
of the Contract shall be furnished covering the faithful performance of the contract. The
performance bond shall be made with CITY as an Obligee. This re uirement does not
apply if the amount of the construction contract is $100.000 or less.
C. Contractor shall require the sub-contractors to obtain and purchase all required permits For.
the construction work.
D. Except as otherwise specified herein, CONTRACTOR shall include in all of its sub-contractor
construction agreements for the City Hall Wellness Clinic Improvements, the following provision:
Contractor does hereby agree to waive all claims, release, indemnify, defend and hold
harmless CITY and all of its officials, officers, agents and employees, in both their
public and private capacities, from and against any and all liability, claims, losses,
damages, suits, demands or causes of action including all expenses of litigation and/or
settlement, court costs and attorney fees which may arise by reason of injury to or
death of any. person ar for loss of, damage to, or loss of use of any property
occasioned by error, omission, or negligent act of contractor, its officers, agents,
employees, subcontractors, invitees or any other person, arising out of or in
connection with the performance of this agreement, and contractor shall at his or her
own cast and expense defend and protect the City of Corpus Christi from any and all
such claims and demands.
E. Except as otherwise specified herein, CONTRACTOR shall also require the sub-contractors in all
construction agreements for. the City Ha11 Wellness Clinic Improvements to furnish insurance in
such amounts as specified below and include in all construction agreements for the City Hall
Wellness Clinic Improvements the following language:
Prior to commencement of any activity permitted on City of Corpus Christi's property,
relating to the construction of the City Hall Wellness Clinic, between the CONTRACTOR
and the City of Corpus Christi, ar this contract, Contractor shall purchase and maintain
during the term of this contract, at its own expense, hereinafter stipulated minimum
insurance with companies duly authorized to do business in the State of Texas. Contractor
shall not allow any subcontractor to commence work until all similar insurance of the
subcontractor has been obtained. All insurance policies provided under this Agreement
shall be written on an "occurrence" basis.
Workers' Compensation as required by law.
Em l~o~_Liability Insurance of not less than $500,000:00 for each accident,
$500,000.00 disease far each employee, $500,000.00 disease as policy limit.
Commercial General Liability Insurance, including Independent Contractor's LiabiIit~
Products/Com leted O erations Contractual Liabilit ,and Broad Form Property Damage
covering, but not limited to the- indemnification provisions of this contract, fully insuring
Contractor's liability for injury to or death of employees of the City of Corpus Christi and
third parties, extended to include personal injury liability coverage, and for damage to
property of third parties, with a combined bodily injury and property damage minimum
limit of $1,000,004 per occurrence.
Commercial Vehicle Liability Insurance (not applicable to Contractor; anl,~p~cable to
subcontractors performing Wellness Clinic Construction Improvements), covering owned,
hired and non-owned vehicles, with a combined single limit for bodily injury and property
damage of $1,000,000 per occurrence.
Builder's Risk (not applicable to Contractor; ,only applicable to subcontractors
erfarmin Wellness Clinic Construction Izn rovements .The Contractor shall purchase a
completed-value, all-risk builder's risk policy for the duration of the Wellness Clinic
Construction Improvements portion of this project.
2. The insurance provided by the Contractor's contractor or subcontractor shall:
a. Be written with the City of Corpus Christi and CONTRACTOR each as an
additional insured on applicable policies and that the policy phrase "other
insurance" shall not apply to the City of Corpus Christi where the City of Corpus
Christi is an additional insured shown on the policy.
b. Provide for ten {10) days written notice of cancellation to the City of Corpus
Christi, far nonpayment of premium. Thirty (30) days written notice of
cancellation (other than non-payment of premium), material change, termination or
non~renewal shall also be required.
c. Be written through insurance companies duly authorized to transact that class of
insurance in the State of Texas.
d. Waive subrogation rights for loss or damage so that insurers have no right to
recovery or subrogation against the City of Corpus Christi, it being the intention
that the required insurance policies shall protect all parties to the Agreement and be
primary coverage for all losses covered by the policies.
e. Provide a Certificate of Insurance evidencing the required coverages to:
Director of Human Resources
City of Corpus Christi
Post Office Box 9277
Corpus Christi, Texas 78469-9277
And to:
Risk Manager
City of Corpus Christi
Post Office Box 9277
Corpus Christi, Texas 78469-9277
F. CONTRACTOR agrees that all work to be performed by it or its contractors, including all
workmanship and materials, shall be of first-class quality and shall be performed in full
compliance and in accordance with all federal, state and local laws, ordinances, codes and
regulations, including, but not limited to the Americans with Disabilities Act and the Americans
with Disabilities Act Accessibility Guidelines and such work shall be subject to CITY inspection
during the performance thereof and after it is completed.
G. CONTRACTOR shall discharge all obligations to its contractors, subcontractors, materialmen,
workmen and/or other persons for all work performed and for materials furnished for or an
account of CONTRACTOR as such obligations mature. CONTRACTOR expressly agrees that it
will neither give nor grant, nor purport to give or grant any mechanic's or materialmen's lien upon
the CITY's property or upon any City Hall Wellness Clinic Improvements thereupon in the
process of construction or repair, nor allow any condition to exist or situation to develop whereby
any party should be entitled, as a matter of law, to a mechanic's or materialmen's lien against the
CITY's property or City Hall Wellness Clinic Improvements thereon, and CONTRACTOR will
discharge any such lien within thirty (30) days after notice of filing thereof.
H. CONTRACTOR shall conduct its operations under this Agreement in an orderly and proper manner,
considering the nature of such operation, so as not to unreasonably annoy, disturb, or endanger
others.
Before any work on City property begins, CONTRACTOR shall present the City Director of
Human Resources with evidence of Contractor's insurance coverages, and City building and
construction permits.
J. The porkies anticipate that the City Ha11 Wellness Clinic Improvements shall be completed on or
before January 31, 2011.
Cost of Cit Hall Wellness Clinic Im rovements
The complete cast of developing all necessary plans and specifications, as provided in this Agreement,
and the cost of construction of the City Hall Wellness Clinic Improvements by CONTRACTOR shall be
borne solely by CONTRACTOR and be at no expense to CITY whatsoever.
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