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HomeMy WebLinkAboutContract 33069 i' CITY SECRETARY CONTRACT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND HEALTH MANAGEMENT RESOURCES CORPORATION wl This Agreement, entered into this o day of b�Lo�'t� , , 2005, by and between the City of Fort Worth, a municipal corporation, located in Tarrant, Denton &Wise County, Texas, ("City") acting by and through Richard Zavala, its duly authorized Assistant City Manager and Health Management Resources Corporation ("HMR"), owner of HarrisFast. NOW, THEREFORE, City and HMR for and in consideration of the covenants and agreements hereinafter set forth,the sufficiency of which is hereby acknowledged, agree as follows: The primary term of the agreement should be for one (1)year commencing August 1, 2005 and ending August 1, 2006. The primary term may be renewed by mutual agreement between City and HMR for successive one(1) year terms under the same conditions and terms of this Agreement, except as set out to the contrary herein. HMR shall grant City a twenty(20%)percent discount off of its usual and customary charges for its weight loss program services for each eligible individual referred by City. The discount shall be applied to the cost of the full weight loss phase of the HMR Program for Weight ManagementTM as offered at its HarrisFast location in Fort Worth and/or any continued participation by an eligible individual in the maintenance phase following weight loss for the duration of this Agreement. An eligible individual is an individual who is a City employee or retiree or the spouse or child (18 years of age and under)of same, who is covered by City insurance. HMR will expect a non- refundable payment of forty dollars ($40), from the individual participant, at the beginning of every four-week service package during the weight loss phase. This payment should be considered a co-payment and will go toward the program fees component of the HMR Program (and not for meal replacement product purchases). The individual participant shall also be responsible for payment of all their own meal replacement product purchases during the course of the program at the full price charged by HarrisFast. HMR will accept assignment for the remaining cost of servic YIL City on a monthly basis less the twenty(20%)discount applied to the program fees component of the HMR Program. HMR shall bill City in arrears and payments shall be made by City to HMR no later than the 30th day after receipt of the bill from HMR. On a monthly basis HMR will submit to City a report indicating total number of participants, names of participants, type of program, dates of participation, and current body weight. During the entire term of this Agreement, the monthly report will be provided to a City representative via email or fax. The City acknowledges and agrees that HMR and its HarrisFast location are"covered entity"health care providers as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and also under companion health care privacy legislation enacted by the state of Texas. Accordingly, each eligible participant will be asked to sign an appropriate authorization regarding release of the above and any other information requested by the City. HMR reserves the right to reject offering its program and services to any eligible participant that refuses to execute any such authorization or any other form(such as HMR's standard treatment and consent disclosure form)that HMR in its sole discretion deems reasonable, necessary or desirable to offer its services and comply with terms of this Agreement. In addition, HMR and City shall work together to determine continuing eligibility for any participant whose eligibility ceases or comes into question, or should the staff at the HarrisFast location determine that it may not be in the best interest of an otherwise eligible participant to continue in the HMR Program due to health, compliance or other reasons, including staff determination that such participant may not be receiving adequate benefit from the HMR Program. '`.i INDEPENDENT CONTRACTOR HMR shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. HMR shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and/or subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and HMR, its officers, agents, employees and subcontractors, and the doctrine of respondeat superior has no application as between City and HMR. INDEMNIFICATION HMR agrees to defend, indemnify and hold City, its officers, agents, servants and employees, harmless against any and all claims, lawsuits, actions, costs and expenses of any kind, including but not limited to, those for property damage or loss (including alleged damage or loss to HMR's business and any resulting lost profits) and/or personal injury, including death, that may relate to, arise out of or be occasioned by (i) HMR's breach of any of the terms or provisions of this Agreement or (ii) any negligent act or omission or intentional misconduct of the HMR, its officers, agents, associates, employees, contractors or subcontractors, related to this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City or its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both HMR and City, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the state of Texas, nothing herein shall be construed as a waiver of City's governmental immunity as further provided by the laws of Texas. MISCELLANEOUS Compliance. HMR shall comply with all Federal, State and City statutes, ordinances and regulations applicable to the performance of HMR services under this Agreement. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Amendments. No alteration, change, modification or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate City action. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Successors and Assigns. Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and HMR and their respective successors and permitted assigns. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and HMR, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to any other person or entity. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. �r 4 Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Fiscal Funding Out. If for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to HMR of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Right to Audit. HMR agrees that City will have the right, upon reasonable written notice to HMR, to audit the financial and business records of HMR that relate to this Agreement (collectively "Records") at any time during the Term of this Agreement and for one (1) year thereafter in order to determine compliance with this Agreement. The parties acknowledge and agree that such Records will consist solely of information regarding the participation of eligible participants in the HMR Program at HarrisFast (e.g., confirmation of attendance) and the payments made by them and received by HMR and shall not, by way of example, include any medical records or other business and financial records of HarrisFast or HMR that have no material bearing on issues of participation or payment of such eligible participants. Throughout the Term of this Agreement and for one (1) year thereafter, HMR shall make all Records available to City on 1000 Throckmorton Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate fully with City during any audit. Notwithstanding anything to the contrary herein, this Section shall survive expiration or earlier termination of this Agreement for one (1) year in order to fulfill, if necessary, the one year post termination audit covenant above 5 f!' NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: 1. CITY OF FORT WORTH: Richard Zavala, Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Copies to: David Yett, City Attorney Law Department 1000 Throckmorton Street Fort Worth, TX 76102 Vicki Tieszen, M.A., CHPD 1000 Throckmorton Street Fort Worth, TX 76102 2. HMR Karen Barse Health Management Resources 901 W. Leuda Fort Worth, TX 76104 IN WITNESS HEREOF, the parties hereto have executed this Agreement on this day and year first written above. CITY OF FORT WORTH HEALTH MANAGEMENT RESOURCES CORPORATION -ZQ-(-;�QnD . Ri hard Zavala Karen Barse As iistant City Manager Title: Director of Clinic Operations APP AS T M: ATTESTED BY: Amy J. Ra y Marty Hendrix Assistant ity Attorney City Secretary NO M&C REQUIRED Contract Authorization Date