HomeMy WebLinkAboutC2021-255 - 5/11/2021 - Approved
Service Agreement - Concentra Page 1 of 27
SERVICE AGREEMENT NO. 3525
Employer-Sponsored Wellness Clinic
THIS Employer-Sponsored Wellness Clinic Agreement ("Agreement") is entered into
by and between the City of Corpus Christi, a Texas home-rule municipal corporation
(“City”) and Concentra Health Services, Inc., d/b/a Concentra Medical Centers, for
the benefit of and on behalf of its subsidiaries, affiliates, and managed professional
associations and corporations (“Contractor" or “Concentra”), effective upon
execution by the City Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has bid to provide management and operation of an
employer-sponsored wellness clinic services in response to Request for Proposal No.
3525 (“RFP”), which RFP includes the required scope of work and all specifications and
which RFP and the Contractor’s bid or proposal response, as applicable, are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Employer-Sponsored Wellness Clinic (“Services”) in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term.
(A) This Agreement is for three (3) years. The parties may mutually extend the
term of this Agreement for up to two (2) additional one year periods (“Option
Period(s)”), provided, the parties do so in writing prior to the expiration of the
original term or the then-current Option Period.
(B) At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days’ written notice to the other Party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$4,598,999 , subject to approved extensions and changes. Payment will be made
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for goods delivered and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. Failure to pay an invoice when due
shall constitute a material breach of this Agreement and Contractor reserves the
right to terminate this Agreement pursuant to the remedies set forth in Section 14
(termination) if the issue has not been resolved within thirty (30) days of the invoice
due date. Contractor reserves the right to suspend Services if the City fails to pay
Contractor within the allotted time period. In the event that Contractor continues
to provide Services while the City is in breach, the continuation of Services may
not be consider a waiver of Contractor’s right to invoke the remedies available
under this Agreement and applicable laws. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City’s discretion, be allocated for use in the next Option Period. The
Fees provided on Attachment B shall automatically increase by five percent (5%),
which shall include management fees (if applicable).
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City’s Contract Administrator for this Agreement is as follows:
Name: Eyvon McHaney, Director of Human Resources
Department: Human Resources
Phone: 361-826-3979
Email: eyvonmc@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days’
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
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The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, the City may terminate the Agreement by providing no less
than thirty (30) days’ written notice to Contractor.
8. Warranty.
(A) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City’s actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City’s product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City’s City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
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12. Subcontractors. In performing the Services, the Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Termination. The termination provisions are as follows:
A. Either party may terminate this Agreement without cause upon ninety (90)
days’ prior written notice to the other party. If the City terminates this
Agreement under this provision, the City will pay Contractor any reasonable
shutdown costs related to the departure of Contractor from the Onsite
Location, removal of any property owned by Contractor (if applicable), and
administrative costs incurred upon such termination event.
B. The City may terminate this Agreement for Contractor’s failure to perform the
Services including failure to keep all insurance policies in force for the entire
term of this Agreement. The Contract Administrator must give the Contractor
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 may terminate
this Agreement immediately thereafter. The breaching party shall be liable for
all direct costs, fees, expenses and damages and/or other amounts
(including, but not limited to, reasonable attorneys’ fees) as a result of the
breach.
C. Upon expiration or termination of this Agreement, neither the City nor any
third-party shall have access to, or use of, any Contractor personnel,
electronic medical record system, reporting, or Contractor’s network except
as expressly approved by Contractor, with the applicable fee for such
requirements paid, beyond such termination date.
D. 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 3.
15. Obligations of the Parties.
A. During any Term of this Agreement, Contractor shall provide the Services
described in Attachment A.
B. Onsite Center Set-Up/Premises. The City shall be responsible for complying with
the onsite center set-up requirements set forth in Attachment D.
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C. Information Systems. The City shall comply with Contractor’s technology
components and Security requirements required to perform the Services as
provided in Attachment E. Contractor will provide its standard
software/hardware and systems support required to deliver the Services.
Contractor may, at its discretion, upgrade and make changes to the software
platform and hardware utilized at the Onsite Center. Costs associated with
such upgrades and changes shall be the responsibility of Contractor unless
otherwise mutually agreed to by the Parties.
D. Marketing and Communications. Materials to support the utilization and
engagement goals of the Onsite Center will be provided. Quantities of
materials will be determined based on the number of onsite locations and
eligible participants. Costs for customized materials requested will be charged
on a time and materials basis. The parties mutually agree to: (i) protect the
brand of both parties; (ii) perform marketing; and (iii) be jointly responsible for
the promotion of the Services provided by Contractor.
E. Reporting. Contractor agrees to provide the City 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 15(D) will be as a separate hourly rate as provided on
Attachment B.
F. Eligibility Files. The City shall provide Contractor the initial eligibility file at least
thirty (30) days prior to the Anticipated Open for Business Date. The City shall
provide ongoing weekly updates, which shall include the participant eligibility
file necessary to enable Contractor 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, Contractor will provide eligibility file standards to the City upon
request. After execution of this Agreement, the City will cooperate with
Contractor to identify specific data required to fulfill this Agreement.
Contractor shall communicate the file specifications to the City, including the
automated process for ongoing file transmission. The City acknowledges that
Contractor cannot provide services and reporting without eligibility files from
the City meeting the specifications as provided by Contractor.
G. Claims Data. The City shall provide to Contractor, at a minimum, a summary of
the medical and pharmacy claims data for the eligible and targeted
participants enrolled in the City’s health plan(s), for the previous twelve (12)
months for the purpose of calculating the onsite clinic’s return on investment
(ROI). Contractor shall communicate the summary data required to use in the
analysis. If the data is not provided to Contractor, the ROI will be calculated
using industry assumptions and may not reflect the actual ROI experienced by
the City, and any performance guarantees associated with a customized City
ROI will not be applicable.
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H. Resources. The City shall provide in writing a single primary point of contact for
implementation project management and ongoing account management.
I. Onsite Equipment and Design/Build-Out Requirements. The City shall be
responsible for providing equipment and ensuring the completion of the
design/build-out requirements set forth on Attachment F.
16. Temporary Onsite Center Shutdown. The term “Temporary Shutdown” shall
include: (i) a furlough (of any nature) imposed by the City; (ii) maintenance at the
City’s business location that prohibits reasonable access; (iii) an unforeseen
conflict at the Onsite Center not caused by Contractor or its personnel prohibiting
reasonable access; or (iv) any other closure of the Onsite Center or the City’s
business location for reasons outside of Contractor’s control. The City shall
compensate the Onsite Center personnel, pursuant to Attachment B, any
amounts that would have been owed but for the closure of the Onsite Center for
any Temporary Shutdown. Contractor is currently providing services at its Corpus
Christi center. The parties agree that Contractor shall have no obligation to
continue providing services at the Corpus Christi center, but may choose to do so
in its sole discretion. The parties agree that Contractor shall provide the City with
no less than sixty (60) days’ written notice prior to discontinuing services at
Contractor’s Corpus Christi center. The parties shall mutually agree on the location
of the Clinic and the fees related to the operation of the Clinic (lease, utilities,
etc.). In the event of a future Temporary Shutdown, the Parties may agree to an
offsite location, including reasonable fees for the use of that location.
17. Holidays. The City acknowledges that Contractor has hired the Onsite Center
personnel set forth in Attachment A for the sole purpose of accommodating the
City’s individual and unique business needs. In recognition thereof, the City agrees
to compensate the Onsite Center personnel, pursuant to Attachment B, for any
amounts that would have been owed while the Onsite Center is closed for any
City designated holiday which is not a Contractor recognized holiday.
18. Non-Solicitation and Non-Recruitment. The parties acknowledge and agree that
the relationship between Contractor and its affiliate employees who work with the
City in the performance of Services hereunder (each an “Affiliated Employee”)
constitutes a valuable asset of Contractor. During the Term of this Agreement and
for a period of six (6) months thereafter, the City shall not directly or indirectly
recruit solicit or hire, as an employee or as an independent contractor, any
Affiliated Employee of Contractor who was employed in a full-time capacity at
the Onsite Center, without the prior written consent of Contractor. For the duration
of this Agreement and for six (6) months thereafter, if the City either directly or
through others hires any current or former Contractor Affiliated Employee
(employed or contracted by Contractor during the six (6) months preceding the
date of hire by the City or such other party) to perform the same or a similar
function, whether as an employee or independent contractor, the City shall pay
an amount equal to the one half of 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
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a reasonable sum representing recruitment and training costs of Contractor.
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 the City or some third party without
the City or such other party having solicited such Affiliated Employee.
19. 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”) including, but not be limited to, this Agreement
and the terms contained herein. 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 19(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; (ii) be entitled to institute and prosecute proceedings in a
court of competent jurisdiction to obtain temporary and/or permanent
injunctive relief to enforce any provision hereof, without the necessity of proof
of actual injury, loss or damage; and (iii) recover damages, losses, and
expenses of any nature, including without limitation attorneys’ fees, arising out
of, resulting from or otherwise relating to such disclosure or threatened
disclosure. Anything contained in this Section 19(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.
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It is the intention of the parties hereto that, in enforcing the provisions of this
Section 19(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 19(B) to the contrary
notwithstanding, the provisions of this Section 19(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.
D. The Parties acknowledge that City is a Texas governmental entity subject to the
Texas Public Information Act (the “Act”). Should City receive a request for
disclosure of Confidential Information pursuant to the Act, City will promptly
provide Contractor notice of such request so that Contractor may avail itself
of any opportunities to establish reasons why the Confidential Information
should be withheld prior to disclosing such Confidential Information. The
burden of establishing the applicability of exceptions to the disclosure of
Confidential Information under the Act resides with Contractor. Should
Contractor be unable to establish a valid exception from disclosure or
exclusion from the Act, then City may release the information, solely to the
extent necessary to comply with the Act.
E. This Section 19 shall survive the termination of this Agreement.
20. Medical Records.
A. Custodian. Contractor shall serve as the custodian of medical records created
at the Onsite Center(s) during the Term of this Agreement. Contractor, 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. The
City acknowledges that Contractor 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 the City’s
written request:
i. Upon the termination of this Agreement for any reason, the City shall
execute a custodial agreement with Contractor and any new third-party
medical provider (“New Medical Provider”), as applicable, to ensure all
parties’ compliance with applicable laws, provided that the custodial
agreement is in a form acceptable to the City Attorney and the New
Medical Provider. Contractor shall provide the City with such custodial
agreement for execution. The City shall be solely responsible for any
reasonable 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
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transferred to the City 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 City shall be invoiced 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 the City or New
Medical Provider(s). If historical medical records were provided to
Contractor by the City or any third-party, such historical records shall be
provided to the City or New Medical Provider(s) in the same manner and
condition as provided to Contractor at no charge. Upon payment by the
City, the parties will make best efforts to deliver and/or transfer such records
within two (2) weeks, or a mutually agreed upon date.
B. Access. The City is not entitled to access any patient medical records except
to the extent allowed by law. Contractor is a “covered entity” as enumerated
in 45 CFR §160.103. As a covered entity, Contractor may only disclose
protected health information as authorized by and to the extent allowed by
law.
C. This Section 20 shall survive the termination of this Agreement.
21. 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 Center, regardless of whether the Information
Technology Resources are owned by the City 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 Center, regardless of whether the
Information Technology Services are owned or operated by the City or a
third-party.
B. In the event that the City utilizes a third-party provider, including contractors
or sub-contractors, to provide Information Technology Resources, the City
shall ensure that such third-party providers agree to abide by the
requirements of this Section 21.
C. Upon reasonable advance written notice, Contractor 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. Contractor reserves the right to use
appropriate tools and technology to monitor, encrypt, or scan as
appropriate. Contractor shall be provided reasonable access to premises
and technology resources to verify conformance to the terms of this
Agreement. Contractor shall be permitted to conduct these audits with its
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own resources, by securing the services of a third-party firm, or any
combination thereof, solely at Contractor’s election. Contractor shall have
the right to copy, at its own expense, any record related to the Services
performed pursuant to this Agreement.
22. City Audit. Upon the City providing thirty (30) days advance written notice to
Contractor, the City may inspect the books, procedures, and records of
Contractor (excluding financial data and Confidential Information) to monitor
compliance with this Agreement. Any such audit shall be at the City’s sole
expense. The City shall pay all reasonable fees incurred by Contractor to
complete the audit (including, but not limited to, reasonable copy charges, and
Contractor 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.
23. Contractor's Personnel.
A. Contractor is solely responsible for the hiring, orientation, and performance
management of all Contractor employees at the Onsite Center. The City may
provide Contractor written feedback regarding a Contractor employee
performance issue. Contractor will make all decisions regarding hiring and
firing of appropriate personnel that complies with the requirements of
Attachment A. City may not require Contractor to remove any Contractor
personnel without cause.
24. Back-Fill Personnel. If the City elects to have Contractor provide replacement
personnel (“Back-Fill”) at the Onsite Center, by selecting “Yes” in the
checkboxes contained in Section 3 (Staffing) of Attachment A, whether due to
scheduled or unscheduled absences of any Contractor 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
Contractor will make its best efforts to utilize the personnel already assigned to
that Onsite Center to provide such Back-Fill coverage. However, if Contractor is
unable to replace an absent employee with the already assigned Onsite Center
personnel, then Contractor will attempt to obtain Back-Fill personnel to render
the Onsite Center Services from an external staffing agency or by utilizing
personnel from Contractor’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 Contractor provides Back-Fill personnel pursuant
to the City’s request, then the City 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 City on a monthly basis as a standard
Service under this Agreement.
25. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
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26. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
27. Notice. Any notice required under this Agreement must 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 postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Eyvon McHaney
Title: Director of Human Resources
1201 Leopard Street
Corpus Christi, Texas 78401
IF TO CONTRACTOR:
Concentra Health Services, Inc.
Attn: Mike Rhine
Chief Operating Officer, Onsites
5080 Spectrum Drive, Suite 1200W
Addison, Texas 75001
28. CONTRACTOR SHALL FULLY 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
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL REASONABLE EXPENSES
OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS
FEES, WHICH DIRECTLY ARISE OR ARE CLAIMED TO DIRECTLY ARISE OUT
OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE
PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS
FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE
CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 THE CITY ATTORNEY, AND
PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND
EXPENSES OF ANY KIND DIRECTLY ARISING OR RESULTING FROM ANY
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SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS.
NOTHING IN THIS INDEMNITY PROVISION SHALL REQUIRE CONTRACTOR
TO INDEMNIFY THE CITY FROM AND AGAINST ANY LIABILITY, LOSS,
CLAIM, DEMAND, SUIT, OR CAUSE OF ACTION ARISING OR RESULTING
SOLELY FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CITY
AND/OR ITS OFFICERS, EMPLOYEES AND AGENTS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
29. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner’s manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
30. Limitation of Liability. The City’s maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
31. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
32. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor 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 had been omitted.
33. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor’s bid response (Exhibit 2).
34. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
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Form 1295 “Certificate of Interested Parties” as part of this Agreement if required
by said statute.
35. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
36. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contrac tor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
37. 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 the same agreement.
38. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
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CONTRACTOR
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
________________________________________________
Josh Chronley
Assistant Director, Contracts and Procurement
Date: _________________________
APPROVED AS TO LEGAL FORM:
_______________________________________________________
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Program Fees
Attachment C: Insurance
Attachment D: Onsite Center Set-Up/Premises
Attachment E: Information Systems and Technology
Attachment F: Onsite Equipment and Build-Out/Design Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 3525
Exhibit 2: Contractor’s Bid/Proposal Response
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7/28/2021
SVP, Chief Operating Officer
Michael Rhine
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7/28/2021
7/28/2021
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Res. 032431___________________Authorized By
Council ________________________05-11-2021
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
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ATTACHMENT A
SCOPE OF WORK (“SOW”)
1. Location. Services provided at the following location:
Onsite Center address City, State, Zip Onsite Contact
1200 Leopard Street Corpus Christi, Texas Ramon Henderson
2. Statement of Work.
Acute Episodic Care
Common Illnesses
Upper Respiratory Infections
Headaches
Sore throats
Sprains/strains/lacerations
Gastrointestinal complaints
Rashes
Urinary Tract Infection
Primary Care
Chronic Disease Management
Routine Annual Exams and
Screenings
Prescription Management
Preventive Care
Care Coordination
Lifestyle Medicine
Lab Draws
Immunizations
3. Staffing:
Concentra agrees to provide the following staff:
Clinician
FTE Count
Hours Per
Week
Backfill
Physician Oversight (PO) Provided Yes No
Advanced Practice Clinician (NP/PA)) 1.0 40 Yes No
Advanced Practice Clinician (NP/PA) 1.0 40 Yes No
General & Support Staff
FTE Count
Hours Per
Week
Backfill
Medical Assistant (MA 1.0 40 Yes No
Medical Assistant (MA 1.0 40 Yes No
4. Hours of Operation:
Saturday Sunday Monday Tuesday Wednesday Thursday Friday
None None 8am-5pm 8am-5pm 8am-5pm 8am-5pm 8am-5pm
*The hours of operation set forth in this Attachment A are the general hours the
Onsite Center will be open. Specific services may be offered at various times
within the hours of operation as agreed to by the parties in writing and as adjusted
from time to time.
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5. Holidays:
New Year's Day Staffed Not Staffed
Martin Luther King Jr. Day Staffed Not Staffed
Memorial Day Staffed Not Staffed
Independence Day Staffed Not Staffed
Labor Day Staffed Not Staffed
Thanksgiving Day Staffed Not Staffed
Day after Thanksgiving Day Staffed Not Staffed
Christmas Day Staffed Not Staffed
6. Eligible Participants:
Employees
Dependents
Children (2-12 years old)
Retirees
7. Fees to Patients for Services at Onsite
Co-Pay: Concentra will collect in advance the co-pay/insurance of $20 due
for the Services provided. The co-pays collected are passed through to the
City.
Processing Fees: None
8. Electronic Medical Records
Concentra Electronic Medical Records
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ATTACHMENT B
PROGRAM FEES (“FEES”)
Estimated Onsite Center Program Fees
Labor Fees
Position Hourly
Fee Monthly Fee Annual Fee
Physician Oversight (PO) N/A $7,079.11 $84,949
Advanced Practice Clinician
(NP/PA) – 1.0 FTE $96.83 $16,783.53 $201,402
Advanced Practice Clinician
(NP/PA) – 1.0 FTE $78.56 $13,617.71 $163,413
Medical Assistant (MA) – 1.0 FTE $26.59 $4,609.29 $55,311
Medical Assistant (MA) – 1.0 FTE $25.27 $4,380.41 $52,565
TOTAL LABOR FEES $46,470.05 $557,641
Ongoing Fees
Fee Category Monthly Fee Annual Fee
Clinical/Admin/Supplies As incurred As incurred
Technology Fee - Hardware $425.43 $5,105
Technology Fee - Software $1,701.71 $20,421
Internet Network $882.76 $10,593
Management Fee $8,561.72 $102,741
Management Fee – Facility Use Fee $1,200.00 $14,400
TOTAL ONGOING FEES $12,771.62 $153,259
ESTIMATED YEAR 1 FEES $59,241.67 $710,900
1. The table above is based on current estimates of scope and volume
(a) Any scope or volume changes may require additional Fees by
amendment to this Agreement
2. Concentra will bill ongoing labor, technology, and management fees to the
City as a flat monthly fee at 1/12 of the annual rate
(a) Concentra’s standard payment terms are net thirty (30) days
(b) 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 in the table above (excluding the pass-
through items) shall automatically increase five percent (5%).
(c) If additional 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 Monthly
Fixed Fees
(d) If the checkbox for Back-fill above is checked “Yes”:
i. The hourly charge for Back-fill for that position is included in the
Monthly Fee above. The City will pay the difference in the hourly
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rate of the employee providing the Back-fill service if applicable.
City will not pay both PTO for employee that is off and the full hourly
rate of the Back-fill employee.
(e) The fixed Monthly Fees shall be paid even if the clinic location is
inaccessible due to temporary shutdowns and City recognized holidays
(f) Does not include overtime, holiday pay, on call pay, or bonuses for
Concentra employees, necessary for the operation of the Onsite Center
and approved by the City in writing prior to invoice of the fees.
i. If incurred, will be billed at current standard applicable rates
(Overtime billed at 1.5X the applicable rate above (for any hours
that exceed 40 hours per week if incurred due solely to work at the
Onsite Clinic and approved by the City); Holidays worked upon
written request of City will be billed at 2.0X the applicable rate
above, etc.)
(g) The monthly retainer for physician oversight shall include up to six (6) hours
of the assigned physician’s time per week
i. Required oversight may be telephonic, in-person, and/or case
review via the EMR (as applicable)
ii. Any additional hours approved or requested by the City in
advance in writing shall be billed on an hourly basis as incurred at a
rate of $250 per hour
(h) Management Fee – Facility Use Fee is applicable as long as the clinic is
operating out of a Concentra location, rather than a City location. When
the clinic moves back to a City owned location, as mutually agreed
upon, then this fee will no longer apply.
3. Technology Fees include:
(a) Software fees (subject to change based on changes to staffing model)
(b) EMR Hardware Fee (all hardware purchases, maintenance of hardware,
and replacement of hardware items necessary to provide the EMR
solution, but excluding consumables)
(c) Patient survey
(d) Standard quarterly stewardship reporting
i. If customized reporting is requested by City and is mutually agreed
upon, then 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.
(e) One (1) standard data feed has been included in the above Fees for
eligibility files. If City requires additional feeds, then additional Fees shall
apply:
i. If the desired data feed matches our standard layout, each
additional feed would be $2,500.00.
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ii. If customized feeds are requested by City (i.e. insurance carriers,
etc.), then that customized feed 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.
4. 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 required services (including but not limited to
clinical and physician travel, travel between City locations, onsite staff
travel for training, monthly meetings, mutually agreed agency expenses
that may be incurred during any Term, quarterly stewardship meetings,
audits, any Back-fill and colleague performance management) will be
billed back at actual cost without additional markup or management
fee. All travel must be in accordance with the City’s travel policy and
must be approved in advance in writing. The City will not pay for travel
related to standard continuing education.
(b) All consumable items reasonably necessary for day to day clinic operation,
whether requested by City or deemed medically or operationally necessary
by clinic staff, will be passed through to City as incurred without markup
i. 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, third party services such as MROs or X-ray over reads if
necessary, etc.
(c) 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 City as incurred.
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ATTACHMENT C
INSURANCE REQUIREMENTS
I. CONTRACTOR’S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance
required has been obtained and such insurance has been approved by the
City. Contractor must not allow any subcontractor to commence work until all
similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City’s Risk Manager and Director of Human
Resources, one (1) copy of Certificates of Insurance with applicable policy
endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the City’s Risk Manager. The City must be listed as
an additional insured on the General liability and Auto Liability policies by
endorsement, and a waiver of subrogation by endorsement is required on all
applicable policies. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of
Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of
cancellation, non-renewal, material
change or termination required on all
certificates and policies.
Bodily Injury and Property Damage
Per occurrence - aggregate
COMMERCIAL GENERAL LIABILITY
including:
1. Commercial Broad Form
2. Premises – Operations
3. Products/ Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
$1,000,000 Per Occurrence
$2,000,000 Aggregate
MEDICAL PROFESSIONAL LIABILITY
including:
Coverage provided shall cover all
physicians, nurses, assistants, officers,
directors, employees and agents
1. Medical Malpractice
$1,000,000 per claim / $2,000,000
aggregate
(Defense costs not included in
Policy limits)
If claims made policy, retro date
must be prior to inception of
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2. Errors and Omissions
agreement; have extended
reporting period provisions and
identify any limitations regarding
who is an Insured
AUTO LIABILITY (including)
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
$500,000 Combined Single Limit
WORKERS’S COMPENSATION
(All States Endorsement if Company is
not domiciled in Texas)
Employer’s Liability
Statutory and complies with Part II
of this Exhibit.
$500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this contract, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10 days
of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers’ compensation
coverage through a licensed insurance company. The coverage must be
written on a policy and endorsements approved by the Texas Department of
Insurance. The workers’ compensation coverage provided must be in an
amount sufficient to assure that all workers’ compensation obligations incurred
by the Contractor will be promptly met. An All States Endorsement shall be
required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of
this Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis by companies authorized and
admitted to do business in the State of Texas and with an A.M. Best's rating of no
less than A- VII.
C. Contractor shall be required to submit a copy of the replacement Certificate of
Insurance to City at the address provided below within 10 days of any change
made by the Contractor or as requested by the City. Contractor shall pay any
costs incurred resulting from said changes. All notices under this Exhibit shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
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Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
List the City and its officers, officials, employees, and volunteers, as additional
insureds by endorsement with regard to operations, completed operations, and
activities of or on behalf of the named insured performed under contract with
the City, with the exception of the workers' compensation policy;
Provide for an endorsement that the "other insurance" clause shall not apply to
the City of Corpus Christi where the City is an additional insured shown on the
policy;
Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
Provide thirty (30) calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not
less than ten (10) calendar days advance written notice for nonpayment of
premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change
or termination of coverage, Contractor shall provide a replacement Certificate
of Insurance and applicable endorsements to City. City shall have the option to
suspend Contractor's performance should there be a lapse in coverage at any
time during this contract. Failure to provide and to maintain the required
insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure
to provide and maintain any insurance or policy endorsements to the extent and
within the time herein required, the City shall have the right to order Contractor
to stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons
or property resulting from Contractor's or its subcontractor’s performance of the
work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non -
contributory with respect to any insurance or self-insurance carried by the City
of Corpus Christi for liability arising out of operations under this contract.
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I. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2021 Insurance Requirements
Ins. Req. Exhibit - Human Resources
Employer Sponsored Wellness Clinic Services Agreement
02/18/2021 Risk Management – Legal Dept.
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ATTACHMENT D
ONSITE CENTER SET-UP/PREMISES
City shall be responsible for the following, at its sole expense:
1. If a new Onsite Center, then City shall provide adequate and appropriate office
and clinic space for medical services to be performed. If applicable, City shall
provide written specifications for the Onsite Center, including, at a minimum, the
Onsite Center size, location, and layout.
2. If City has an existing Onsite Center facility, then City 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.
City shall be solely responsible for any required updates, upgrades, replacement
systems, or medical equipment as may be necessary to perform the Services.
3. City 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. City must also ensure that the Onsite Center
meets Concentra’s written specifications;
4. City 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, City shall keep the Onsite Center free of debris, ice,
snow;
5. City 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 City.
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, City will, at City’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.
7. Failure of City to meet any provision of this Attachment D shall be considered a
breach of the Agreement.
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ATTACHMENT 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 applications and hardware. City is responsible for the
extension of the DEMARC (carrier hands off the circuit to Concentra) into the
Onsite Center. City will provide a fully network communication wired facility,
including Ethernet drop points located in the ceiling for wireless access points,
if applicable. City will provide a labeled patch panel within two (2) feet of
the network rack location.
i. If City desires to utilize its 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 City
internet in order to connect to the required software applications to
perform the Services. City assumes primary responsibility for network
performance and operation that impacts the Concentra Services at the
Onsite Center. City assumes responsibility for any data breaches on its own
network.
b. Network/Electrical: The Onsite Center will include network and electrical ports
above workspace counters in accordance with Concentra’s specifications.
If ports are located below workspace counter, City will provide
corresponding holes to drop device cables.
ii. Network drops are to be clearly identified 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).
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i. Administrative workspaces must have adequate space to
accommodate the following equipment: PC, monitor, keyboard, printer,
scanner, and mouse, as well 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 least 24 inches
(24”) wide, floor to ceiling, containing network and electrical 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.
d. Telecommunications: City will provide all hardware and software for an
Onsite Center phone system and IT support for the phone system. Further, City
will provide at a minimum the following items:
i. Four separate phone lines and one separate facsimile line.
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. Disposition Upon Termination: Upon termination of this Agreement, Concentra
will retain all Concentra owned equipment/hardware. However, City and
Concentra may agree that such Digital X-ray equipment (the “X-ray”)
previously deployed to the Onsite Center is retained by the City. The X-ray and
the accompanying CR PC will remain with the City 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 City.
DocuSign Envelope ID: 30474EE2-B8EF-410D-804C-0A10C4F613ABDocuSign Envelope ID: D2C99B0E-0A69-4B98-9839-76047D6B5C24DocuSign Envelope ID: C82BC0B6-825E-409A-84CF-22BB0677D04F
Service Agreement - Concentra Page 27 of 27
ATTACHMENT F
ONSITE EQUIPMENT AND BUILD-OUT /DESIGN REQUIREMENTS
TBD
When the Parties agree to the final content of this Attachment, it will be amended
through the amendment process provided in the Agreement.
DocuSign Envelope ID: 30474EE2-B8EF-410D-804C-0A10C4F613ABDocuSign Envelope ID: D2C99B0E-0A69-4B98-9839-76047D6B5C24DocuSign Envelope ID: C82BC0B6-825E-409A-84CF-22BB0677D04F