HomeMy WebLinkAboutContract 53086 DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
City Secretary Contract No.
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
Occupational Health Centers of the Southwest, P.A.,DBA Concentra Medical Centers, ("Vendor"),
a professional association, each individually referred to as a "party" and collectively referred to as the
"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services. , Vendor shall provide City a full range occupational health care
services. Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on January 1, 2020 and shall expire on December 31,
2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to two(2)one-year renewal options,at City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this
Agreement and Exhibit "B," —Price Schedule. Total payment made under this Agreement for the first
year by City shall be in an amount up to _two hundred and seventy-five thousand dollars
($275,000.00). Payments for the following years shall be as described in Exhibit B. Vendor shall not
perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
4. Termination. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Vendor Services Agreement
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by City("City Information")as
confidential and shall not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not
be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify City immediately if the security or
integrity of any City Information has been compromised or is believed to have been
compromised, in which event, Vendor shall, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by unauthorized
means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
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6. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor involving
transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. City
shall give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its
officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is
further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor
or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from
City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself,and any of its officers, agents,servants,employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay shall not apply
if City modifies or misuses the software and/or documentation. So long as Vendor bears the
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cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the
software and/or documentation or any part thereof is held to infringe and the use thereof is
enjoined or restrained or,if as a result of a settlement or compromise,such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software
and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or
documentation at no additional charge to City; or(d)if none of the foregoing alternatives is
reasonably available to Vendor terminate this Agreement, and refund all amounts paid to
Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree
to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to City to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
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(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-
VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the City prior to Vendor proceeding with
any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in
the performance of its obligations hereunder, it shall comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement
will also comply with all applicable federal,state and local laws,ordinances,rules and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,
ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Concentra Medical Centers
Attn: Assistant City Manager for IT Attn: Mignon LaBranch
200 Texas Street Key Account Manager
Fort Worth,TX 76102-6314 5080 Spectrum Drive, Suite 120OW
Facsimile: (817)392-8654 Addison,Texas 75001
Facsimile: (972)720-7770
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or
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employ, whether as employee or independent contractor, any person who is or has been employed by the
other during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any tetra or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's
or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the
laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant
to 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.
18. Severability. If any provision of this Agreement is 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.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
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25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee who is not legally
eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately
terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,
City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other
proprietary rights in and to the Work Product.Ownership of the Work Product shall inure to the benefit of
City from the date of conception, creation or fixation of the Work Product in a tangible medium of
expression(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a
"work-made-for-hire" within the meaning of the Copyright Act of 1976,as amended. If and to the extent
such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of
the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title
and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,
trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without
further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part
of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she
has the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution,ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of
the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
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30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that
it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms
"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the
Texas Government Code. By signing this contract,Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
By: contract,including ensuring all performance and
Name: _ '�p s t,- reporting requirements.
Title: Assistant City Manager
Date: _ 1 ,20] By: 4...
Name: ce tan
APPROVAL RECOMMENDED: Title: F't-"a r
�J ��/�3—`--. APPROVED AS TO FORM AND LEGALITY:
By: fir//
Name:
Title: M cam- _ By:
Naxne:A t�
ATTEST: Title: Assistant City/Attorney
CONTRACT AUTHORIZA T-ON:
B ,CORr o M&c: 1 -Oa3 IO11S���
Name: , o'�`�S Q019 5343W
Title: City S ret ;
VENDOR:
Occupational Health Centers of the Southwest,
P.A..DBA Concentra Medical Centers
By: `
Name: Rob rt G.Hassett,DO,MPH
Title: President,Treasurer and Corporate Secretary
Date: October 16,2019
OMUAL RECUkD
CITY SECRETARY
FT. WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
A.1. OCCUPATIONAL HEALTH CARE SERVICES
A.1.1 Facilities Providing Occupational Health Care Services
A.1.1.1 VENDOR shall designate one facility as the primary occupational health care
services location for use by CITY employees.
A.1.1.2 The primary facility shall be located in a location convenient to provide
services to the majority of CITY employees. The facility shall be of
sufficient size and capability to provide all necessary occupational health
care services for CITY employees as outlined in this Agreement. Facilities
shall be operated and maintained to ensure a healthful and safe environment
for CITY employees.
A.1.1.3 The primary facility shall have at a minimum: dedicated telephone and fax
number for CITY employees; CITY employee check-in desk;private waiting
room; and sufficient number of qualified medical professionals dedicated to
the provision of required services to CITY employees.
A.1.1.4 Hours of operation at the primary facility shall at a minimum be from 7:00
a.m. to 6:00 p.m. Monday through Friday. However, it is desirable that the
primary facility offer extended hours during weekdays and also provide
services on weekends and holidays as a means to better accommodate CITY
employees who work evening,night,weekend and/or holiday shifts.
A.1.1.5 The average wait time for CITY employees receiving occupational health
services shall not exceed fifteen(15)minutes.
A.1.1.6 VENDOR acknowledges and agrees that CITY employees and persons who
have been extended a job offer contingent upon receipt of certain
occupational health services shall be provided such services at other
VENDOR facilities other than the designated primary facility. Such
occupational health services at other VENDOR facilities shall be provided in
accordance with the Professional Services Agreement at the agreed upon fees
and schedule of services provided in the Agreement.
A.1.1.7 Health care professionals/practitioners at all VENDOR facilities must be
credentialed, licensed as required by statute in Texas to perform health care
services,and experienced in the provision of occupational-related health care
services. The VENDOR must exercise due diligence to ensure health care
professionals/practitioners are properly credentialed in their respective
disciplines of the health care industry. The health care
professional/practitioner must possess the ability to promptly deliver the
required health services, effectively communicate both verbally and in
writing to the CITY and its employees, and to promptly deliver
documentation of required services to the employee and the CITY.
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A.1.2 Occupational Health Care Services Provided. VENDOR shall provide and
perform the following non-injury health care services upon demand and as required
by CITY to its employees and/or persons who have been offered employment by the
CITY conditioned upon receipt of such services.
A.1.2.1 Physical Exams,Fitness for Du!y Exams and/or Other Physical Assessments.
VENDOR shall provide the following:
Pre-Placement/Post-Job Offer Physical Exam
Department of Transportation(DOT)Physical Exam
Physical Fitness Assessment
Physical Demand Job Assessment
Fitness for Duty Exam/Physical Ability Testing
Medical and Work History Questionnaire
Medical Surveillance Exam
Respirator Fit Testing Clearance
Clinical Testing Services
Immunization and Infectious Disease Screening
A.1.2.2 Drug Screening and Alcohol Testing_ VENDOR shall provide drug and/or
alcohol testing in accordance with 40 CFR Part 40 Department of
Transportation (DOT) regulations for collection, handling, testing, and
reporting of results. The CITY will have the opportunity to identify a specific
person(s) who will be authorized to receive and access all drug and alcohol
testing results. The CITY will also have the opportunity to identify one or
more specific persons who will have authorization and access to all positive
post-accident drug and alcohol screen results.
VENDOR will utilize a testing laboratory approved of by the CITY for all
laboratory testing. VENDOR at its sole cost and expense will provide the
necessary software to allow access to test results from the authorized testing
laboratory.
VENDOR shall identify a Medical Review Officer (MRO) dedicated to the
CITY's account for the purposes of the MRO's participation in the CITY's
Commercial Drivers' License (CDL) Program. VENDOR may subcontract its
MRO services, subject to prior CITY approval of the proposed subcontractor.
The MRO services include the random selection task.
In the event a CITY employee request testing of the secondary sample (the
"B" vial), the employee will be responsible for the cost associated with the
testing before the process will be initiated. The CITY shall not be responsible
for any cost or fees associated with this service.
Prior to the effective date of the professional services agreement, the
VENDOR will be required to provide two (2) copies of its "Drug/ Alcohol
Testing Manual"to the CITY's Risk Management Division designee.
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Infrequent on-site drug testing(less than four(4)per month)may be required,
and VENDOR shall be precluded from charging the CITY an on-site service
charge. However, if during the course of the agreement the CITY usage
consistently exceeds this level, the CITY will negotiate with the selected
VENDOR regarding a compensation adjustment.
A.1.2.3 Clinical Testing. VENDOR will be required to provide to CITY employees
clinical testing,including but necessarily limited to the following:pulmonary
function,audiometric,x-rays(chest and other body parts),electromyography,
and electrocardiogram. VENDOR will be required to warrant that all
equipment being utilized for clinical testing services are calibrated prior to
testing and are in good working condition. All testing shall be performed by
registered technicians. Audiometric testing will conform to the Occupational
Health and Safety Administration (OSHA) standard 29 CFR 1910.95, and
shall be performed by Council for Accreditation in Occupational Hearing
Conservation(CAOHC)certified technicians.
A.1.2.4 Exposure Control Program. VENDOR may be required to perform the
following activities:
VENDOR may be required to administer any existing preventative
immunizations and/or treatments to employees and their immediate family
members, to a disease that they may be exposed to in performing official
duties, in accordance with the requirements of the Texas Government Code,
Chapter 607. Some vaccination events may be required at designated CITY
facility locations,and may occur after standard work hours.
VENDOR may be required to provide information and training to CITY
employees and immediate family members about the disease and vaccine,
prior to any vaccination for preventative measure.
The CITY may refer an employee to VENDOR following exposure to a
disease for assessment,counseling,and required medical treatment.
VENDOR may be required to administer influenza vaccines to CITY
employees. Such flu shot vaccination events will be required at CITY
locations, and some vaccination events may occur after standard work hours.
VENDOR will be required to provide information to each employee regarding
the vaccination prior to the actual vaccination.
VENDOR will be required to test and CITY employees exposed to
communicable diseases, noise, lead, hazardous chemical and other potential
hazards in the performance of their duties.
VENDOR will be required to provide any necessary counseling services
relevant to urinary drug screening, human immunodeficiency virus (HIV)
testing and other health and safety issues associated with the CITY's
workplace.
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A.1.2.5 Commercial Driver's License(CDL) Program. VENDOR will be required to
actively participate in the CITY's CDL Program. Participation will include
provision of physical examinations that meet U.S. Department of Labor
requirements, determinations and reporting to CITY on condition of CITY
employees to operate a commercial vehicle, issuance of medical certification
cards, and participation on the CITY's Medical Review Board for these
purposes.
VENDOR must dedicate a Medical Review Officer (MRO) to the CITY's
account for the purposes of the VENDOR's participation in the CDL Program.
A.1.2.6 Medical Surveillance Program. VENDOR will be required to test and
monitor CITY employees exposed to noise, lead, asbestos, hazardous
chemicals and other potential hazards associated with employees'
performance of their duties, and to provide medical surveillance services for
the CITY's CDL Program.
A.1.2.7 Exclusion from Health Care Services. VENDOR will provide non-injury
occupational health services to CITY's employees in the course and scope of
their employment with the CITY upon demand for such occupational health
services. This agreement is for non-injury occupational health services, and
does not include occupational injury medical treatment and care. The CITY
owns a medical provider panel, known as the B1ackStone Provider Panel,
specifically for the purposes of providing medical treatment and care of its
injured/ill employees who sustain occupational injuries and/or occupational
diseases during the course and scope of their employment,and in accordance
with the Texas Workers' Compensation Act (Texas Labor Code, Title 5,
Sub-Title A) and Texas Department of Insurance, Division of Workers'
Compensation Rules(Texas Administrative Code,Title 28 Insurance,Part 2).
VENDOR may make an application to the B1ackStone Provider Panel,and if
approved, may provide occupational injury/illness medical treatment and
care of CITY employees.
A.1.3 Records,Reports and Validation Studies
A.1.3.1 Records. VENDOR shall keep accurate records of all occupational health
services provided to CITY employees to include records of all
immunizations,testing and health care services.
A.1.3.2 Reports. VENDOR and shall provide summary data and detailed information
as required by the CITY to the CITY's designee regarding all services
provided. Such data and records shall be provided to the CITY's designee at
specific recurring intervals,and/or upon demand by the designee.
A.1.3.3 The CITY and VENDOR will share data for an annual validation study of
occupational health services.
A.2 BILLING FOR SERVICES
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DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
City Secretary Contract No.
VENDOR shall bill for services based on the Proposed Service Fees and Charges Schedule
for actual services performed,as presented in Exhibit B.
EXHIBIT B
PRICE SCHEDULE
Payment for Services--Maximum Annual Not Exceed Amount
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
$275,000 $288,750 $303,188 $318,347 $334,264 $350,977 $368,526
FEES FOR OCCUPATIONAL HEALTH CARE SERVICES
F.3.1 Breath Alcohol Tests
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Breath Alcohol Test Post Job $18 $18 $18 $19 $19 $19 $19
Offer
Breath Alcohol Test Random $18 $18 $18 $19 $19 $19 $19
Breath Alcohol Post Accident $18 $18 $18 $19 $19 $19 $19
Breath Alcohol Test Follow- $18 $18 $18 $19 $19 $19 $19
Up
Breath Alcohol Test $18 $18 $18 $19 $19 $19 $19
Reasonable Suspicion
After Hours Breath Alcohol $18 $18 $18 $19 $19 $19 $19
Test
F.3.2 Urinary Drug Screens(UDS)
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
UDS Non-Regulated Pre- $40 $40 $40 $41 $41 $41
Placement $41
UDS Non-Regulated Random $40 $40 $40 $41 $41 $41 $41
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UDS Non-Regulated Post- $40 $40 $40 $41 $41 $41 $41
Accident
UDS Non-Regulated Follow- $40 $40 $40 $41 $41 $41 $41
Up
UDS Regulated Pre- $40 $40 $40 $41 $41 $41 $41
Placement
UDS Regulated Random $40 $40 $40 $41 $41 $41 $41
UDS Regulated Post-Accident $40 $40 $40 $41 $41 $41 $41
UDS Regulated Follow-Up $40 $40 $40 $41 $41 $41 $41
UDS Regulated Reasonable $40 $40 $40 $41 $41 $41 $41
Suspicion
F.3.3 Hair Follicle Drug Screens
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Hair Follicle Drug Screens $30 $30 $30 $31 $31 $31 $31
F.3.4-Physical Examinations/Assessments
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Physical Exam Post-Job Offer $40 $40 $40 $41 $41 $41 $41
Placement
Physical Exam Other $40 $40 $40 $41 $41 $41 $41
DOT Physical Exam,Post-Job $40 $40 $40 $41 $41 $41
Offer Placement $41
DOT Physical Exam $40 $40 $40 $41 $41 $41 $41
Recertification
Respirator Physical Exam $35 $35 $35 $36 $36 $36 $36
Physical Demand Job $350 $350 $350 $350 $350 $350 $350
Assessment
Physical Abilities Test(Fitness $38 $38 $38 $39 $39 $39 $39
for Duty)
Physical Exam for Medical $100 $100 $100 $103 $103 $103 $103
Surveillance
Return to Work Physical $40 $40 $40 $41 $41 $41 $41
Exam
Vendor Services Agreement Page 16 of 20
DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
City Secretary Contract No.
F.3.5-Laboratory Testing
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Blood Collection,Medical $235 $235 $235 $235 $235 $235 $235
Surveillance Exam
Drug Screen-Blood $165 $165 $165 $169 $169 $169 $169
Drug Screen-Blood Retest $175 $175 $175 $180 $180 $180 $180
(Split Specimen)
Hemoccult(in Facility) $8 $8 $8 $8 $8 $8 $8
Glucose Finger Stick $13 $13 $13 $14 $14 $14 $14
Complete Blood Count(CBC) $30 $30 $30 $31 $31 $31 $31
Blood Chemistry(20/23) $38 $38 $38 $39 $39 $39 $39
Hemoglobin A1C $58 $58 $58 $59 $59 $59 $59
Hydrocar/Dcyg Vplates- $75 $75 $75 $77 $77 $77 $77
Blood/Urine
U/A Manual Microscopic $33 $33 $33 $34 $34 $34 $34
Blood-Lead $0 $0 $0 $72 $72 $72 $72
Blood-Chloroform $127 $127 $127 $130 $130 $130 $130
Blood-Formaldehyde Screen $100 $100 $100 $103 $103 $103 $103
Blood-PCB $130 $130 $130 $133 $133 $133 $133
Blood-Hepatitis A Surface $65 $65 $65 $66 $66 $66 $66
Antibody
Blood-Hepatitis B Surface $90 $90 $90 $92 $92 $92 $92
Antibody
Blood-Hepatitis B Surface $40 $40 $40 $41 $41 $41 $41
Antigen
Blood-Hepatitis C Antibody $98 $98 $98 $100 $100 $100 $100
Blood-HIV 1/2 Screen $75 $75 $75 $76 $76 $76 $76
Vendor Services Agreement Page 17 of 20
DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
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Blood-HIV Confirmation N/A N/A N/A N/A N/A N/A N/A
(Western Blot)
MMR Titer $147 $147 $147 $151 $151 $151 $151
Rabies Titer $95 $95 $95 $97 $97 $97 $97
Hepatitis A Titer $65 $65 $65 $66 $66 $66 $66
Hepatitis B Titer $55 $55 $55 $56 $56 $56 $56
F.3.6-Immunizations
Vaccinations
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Rabies Vaccine 1st Injection $390 $390 $390 $395 $395 $395 $395
Rabies Vaccine 2nd Injection $390 $390 $390 $395 $395 $395 $395
Rabies Vaccine 3rd Injection $390 $390 $390 $395 $395 $395 $395
Tetanus Toxoid $20 $20 $20 $21 $21 $21 $21
PPD(Mantoux) $15 $15 $15 $16 $16 $16 $16
TB Skin Test $15 $15 $15 $16 $16 $16 $16
Influenza (Flu Shot) $25 $25 $25 $25 $25 $25 $25
Hepatis A Vaccine 1st $65 $65 $65 $66 $66 $66 $66
Injection
Hepatis B Vaccine 1st $75 $75 $75 $76 $76 $76
Injection $76
Hepatis B Vaccine 2nd $75 $75 $75 $76 $76 $76 $76
Injection
Hepatis B Vaccine 3rd $75 $75 $75 $76 $76 $76 $76
Injection
Hepatis B Surface Antibody $90 $90 $90 $93 $93 $93 $93
Hepatis A&B Vaccine 1st $120 $120 $120 $123 $123 $123 $123
Injection
Hepatis A&B Vaccine 2nd $120 $120 $120 $123 $123 $123 $123
Injection
Hepatis A&B Vaccine 3rd $120 $120 $120 $123 $123 $123 $123
Injection
Varicilla Titer $82 $82 $82 $84 $84 $84 $84
Vendor Services Agreement Page 18 of 20
DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
City Secretary Contract No.
Tdap(pertusis/whooping $70 $70 $70 $72 $72 $72 $72
cough)
MMR Vaccine $95 $95 $95 $7 $7 $7 $7
Varicilla Vaccine $125 $125 $125 $128 $128 $128 $128
F.3.7-Other Procedures and Services
Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Audiogram $20 $20 $20 $21 $21 $21 $21
Chest X-Ray(1 view) $52 $52 $52 $54 $54 $54 $54
X-Ray Inrrpretation $35 $35 $35 $36 $36 $36 $36
Pulmonary Function Test $21 $21 $21 $22 $22 $22 $22
EKG Test $30 $30 $30 $31 $31 $31 $31
Functional Capacity Test $36 $36 $36 $37 $37 $37 $37
OSHA Respirator $25 $25 $25 $26 $26 $26 $26
Questionnaire
Respirator Fit Test $38 $38 $38 $39 $39 $39 $39
Review of Information $15 $15 $15 $15 $15 $15 $15
Note regarding any applicable immunization services: er e-first twelve months Or is contract,-Ti -
ATTESTATION: the current market price for the above Services change due to market conditions,demand(s)and/or
shortage(s),the City of Fort Worth will be billed the then current market rate.
To the best of my knowledge,the above information is true and correct.
,,—D...Sig-d by:
✓e.G. C�asstl!{� �.(�.� M P,(k. July 11, 2019
%nature of Authorized Representative Date
Vendor Services Agreement Page 19 of 20
DocuSign Envelope ID:04068D04-2026-4BA6-A598-E7D8CC53D886
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Occupational Health Centers of the Southwest,LP,dba Concentra Medical Centers
5080 Spectrum Drive, Suite 120OW
Addison, TX 75001
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper
order,resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Vendor.
Vendor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Exhibit C Page 20 of 20
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/15/19 M&C FILE NUMBER: M&C 19-0238
LOG NAME: 13P19-0159 OCCUPATIONAL HEALTH AND SAFETY SERVICES HR JPB
SUBJECT
Authorize Execution of Agreements with ES Squared, LLC and Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical
Centers for Occupational Health and Safety Services in a Combined Annual Amount Up to$461,066.00 with a Five-Year Initial Term and Authorize
Two One-Year Renewal Options for the Human Resources Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of agreements in a combined annual amount up to$461,066.00 with a five-year
initial term and two one-year renewal options for the Human Resources Department with:
i)ES Squared,LLC for occupational health and safety consulting and training services;and
ii)Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical Centers for occupational health and safety care services.
DISCUSSION:
The Human Resources Department(HRD)approached the Purchasing Division to secure agreements for occupational health and safety services.
The services include:
• Provide consultants to City departments regarding Occupational Safety and Health Administration(OSHA)standards;
• Develop and implement policies,programs and procedures related to OSHA;
• Provide training regarding topics and issues related to OSHA standards and/or City health,safety and environmental policies, procedures,
rules and/or workplace practices;and
• Provide physical exams:fitness for duty exams and/or other assessments,drug screening,alcohol testing,clinical testing,exposure control
program,commercial driver's license program and medical surveillance program.
Staff issued a Request for Proposals(RFP)that consisted of detailed scope of services.The RFP was advertised in the Fort Worth Star-Telegram
every Wednesday starting on June 12,2019 through July 10,2019.Seventeen vendors were solicited from the purchasing database;six
responses were received.
The proposals were thoroughly reviewed by an evaluation team separately for consultation,training and care services.The evaluation team ranked
the proposals based on pre-defined factors.The evaluation team determined the following vendors provide the best overall solution to the listed
services:
i)ES Squared,LLC for occupational health and safety consulting and training services;and
ii)Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical Centers for occupational health and safety care services.
ES Squared, LLC: Maximum Annual Not Exceed Amount
Year Year Year Year4 Year Year6 Year
$77,500 $79,825 $82,220 $84,687 $87,228 $89,845 $92,540
Occupational Health Centers of the Southwest,P.A.d/b/a Concentra Medical:
Maximum Annual Not Exceed Amount
Year Year Year Year4 Year Year6 Year
$275,000 $288,750 $303,188 $318,347 $334,264 $350,977 $368,526
An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City
Code and does not require specific City Council approval as long as sufficient funds have been appropriated
Upon City Council approval and execution of contracts,the initial five-year term of these contracts shall begin.Contracts may be renewed up to
two one-year terms at the City's sole discretion.This action does not require specific City Council approval provided that sufficient funds are
appropriated for the City to meet its obligations during the renewal period. No guarantee was made that a specific amount of these services will be
purchased.
A waiver of the goal for MBE/SBE sub-contracting was requested by the Purchasing Division and approved by the M/WBE Office, in accordance
with the BDE Ordinance, because the purchase of goods or services is from sources where sub-contracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon adoption of the Fiscal Year 2020 budget by the City Council,that funds will be available in the Fiscal
Year 2020 budget,as appropriated,of the General Fund. Prior to expenditure being made,the Human Resources Department has the
responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Kevin Gunn 2015
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
John Padinjaravila Baby 2279