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HomeMy WebLinkAboutContract 46373 CITYSECR UAW PROFESSIONAL SERVICES AGREEMENT OFFICIAL RECORD CITY SECRETARY 1. AGREEMENT BETWEEN PARTIES � °WORTH,TX This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "CITY"), a home rule municipal corporation of the State of Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and NOVA HEALTHCARE, P.A. (the "PROVIDER"), acting by and through Bruce Meymand, its duly authorized Chief Operating Officer. 2. GENERAL 2.1 PROVIDER hereby agrees to provide the CITY, in accordance with medically necessary or appropriate professional standards, a full range of occupational injury medical treatment and health care services, as outlined in Exhibits "A" and `B," including any attachments thereto, both of which are hereby made part of this Agreement for all purposes. In the event there is any conflict between the provisions and conditions of the exhibits and the provisions and conditions set forth in the body of this Agreement, the provisions and conditions set forth in the body of the Agreement shall control. 2.2 CITY and PROVIDER both recognize and acknowledge the professional nature of this Agreement. Being cognizant that issues of interpretation and performance will inevitably arise, both parties agree to consult with each other and covenant to negotiate in the utmost good faith in order to ensure performance of this Agreement without hindrance. 2.3 Services under this Agreement will be provided at PROVIDER's current facilities, at a subcontractor's facilities (if the subcontractor and the facilities are approved in writing by the CITY prior to such services being provided), and at such CITY facilities and other locations as may be mutually agreed to in writing by PROVIDER and CITY. 2.4 Both parties recognize the non-exclusive nature of this Agreement and acknowledge and agree that CITY is free to engage persons other than PROVIDER to furnish injury-related occupational health care and workers' compensation services compensable or defined under the Texas Labor Code, as currently in effect or hereafter amended. PROVIDER further acknowledges that the CITY has elected to contract with multiple vendors as preferred providers of occupational injury medical treatment and health care services. Professional Services Agreement Pagel of 25 City of Fort Worth and Nova HealthCare,P.A. REcrvv-1) , 2.5 PROVIDER is not authorized to furnish non-injury occupational health care services under the terms of this Agreement, and CITY shall bear no responsibility for compensating PROVIDER for any such services. 3. AGREEMENT TERM 3.1 The initial term of this Agreement shall commence on January 1, 2015 ("Effective Date") and shall expire on December 31, 2017, unless terminated earlier in accordance with the provisions of this Agreement. 3.2 CITY shall have the sole right to renew this Agreement for two additional 1-year terms. If CITY desires to exercise an option to renew, CITY shall notify PROVIDER in writing of its intention to renew at least 60 days prior to the end of the then-current term. Compensation to be paid during any option term shall be the same as that provided for in the Initial Term. 4. INVOICING AND COMPENSATION 4.1 The Parties agree the Schedule for Compensation as shown in the attached Exhibit "B" is acceptable as the compensation to be paid to PROVIDER for specified medical treatment and care provided to CITY employees during the initial contract period and the subsequent option periods, if exercised by the CITY. The parties acknowledge that additional services provided by PROVIDER to the CITY may become desirable and agree to conduct negotiations on such additional services in good faith to arrive at mutually agreeable terms for such additional services with respect to performance and compensation. Any additional services will be reflected by a separate agreement or by a written amendment to this Agreement signed by the parties. 4.2 Billing of all medical services related to a compensable on-the-job injury will be submitted directly to the CITY's contractor / third party administrator ("TPA") for workers' compensation claims in accordance with the Texas Labor Code and related administrative rules, as outlined in Exhibit"B." 4.3 For any alleged on-the-job injury that the TPA determines is not a compensable injury, CITY agrees to pay, through its TPA, for initial and follow-up office visits (including medical treatments provided during those visits) that occur prior to the TPA's determination. 4.5 For any alleged on-the-job injury that the TPA determines is a compensable injury, the CITY, through its TPA, shall pay for care and services that are related to the compensable injury with the amount of such payments to be determined according to reasonableness and medical necessity of the treatment or service, in accordance with Texas Department of Insurance— Division of Workers' Compensation ("TDI-DWC" or "DWC") treatment guidelines and DWC-approved medical fee schedules. Professional Services Agreement Page 2 of 25 City of Fort Worth and Nova HealthCare,P.A. 4.6 Billing issues, including contests, disputes, and requests for additional documentation, shall be handled in accordance with Section 408.027 of the Texas Labor Code or its successor. 5. RECORDS AND RECORDS MANAGEMENT 5.1 PROVIDER will adhere to and follow the governing guidelines as they pertain to the protection and use of collected data (personal/rnedical information). CITY may, to the extent permissible under applicable law, obtain copies of such records solely for its internal purposes and agrees to reimburse PROVIDER for the cost of such copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 5.2 Upon termination or expiration of this Agreement, PROVIDER agrees to return to the CITY, or its designated agent, all medical records delivered to PROVIDER on or about the Effective Date (the "Pre-Existing Medical Records"). Upon receipt of authorization from the affected CITY employees or their representatives for PROVIDER to view and use the "Pre-Existing Medical Records" (which authorization may be given at any time so long as it is in accordance with applicable law concerning confidentiality of medical records), PROVIDER may keep copies thereof at its sole copying expense, or may subsequently request copies thereof from the CITY and shall reimburse the CITY at the rate published the Texas Administrative Code in effect as of the time copying is performed. 5.3 It is recognized that additional medical records created by PROVIDER in the performance of this Agreement, regardless of form or medium of storage ("New Medical Records") shall be and remain the property of PROVIDER and shall not be moved or transferred from PROVIDER except in accordance with applicable law and PROVIDER's policies as set forth in this Agreement or as otherwise approved in advance and in writing by the CITY. Before requesting New Medical Records from PROVIDER, CITY shall obtain from CITY's employee (or that person's legal representative) authorization to release copies of medical records in accordance with applicable state and federal law concerning the confidentiality of medical records; provided, however, that PROVIDER agrees to use all reasonable efforts to obtain the written consent of each patient seen by PROVIDER under this Agreement authorizing PROVIDER to release copies of such "New Medical Records" to the CITY upon its request therefor. Upon expiration or termination of this Agreement, PROVIDER shall retain the originals of all "New Medical Records" in its possession, and CITY shall, to the extent permissible by applicable law, have the right to receive copies. CITY agrees to reimburse PROVIDER for the cost of such copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 5.4 PROVIDER agrees that no medical records covered by the terms of this Agreement will be altered or destroyed unless (i) the CITY has provided express written Professional Services Agreement Page 3 of 25 City of Fort Worth and Nova Healthcare,P.A. authorization and (ii) destruction of such records is otherwise permitted under applicable law. CITY recognizes that medical records will, from time to time, cease to have administrative, financial, and/or legal value to either CITY or PROVIDER and CITY and PROVIDER agree to utilize appropriate records retention and destruction schedules for the purpose of lawful and efficient records management. 5.5 PROVIDER will exercise appropriate care to preserve necessary and useful medical records generated during the term of this Agreement. PROVIDER will timely notify and solicit CITY's input concerning any change or modification to any system or process change involving the management, use, storage, and retention of medical records generated during the term of this Agreement to allow the CITY to ascertain if any issues or consequences, legal, financial, or practical, are reasonably foreseeable because of the facility or systems modifications. CITY and PROVIDER agree to negotiate in good faith to address any such issues and consequences in a manner equitable to both parties and consistent with the purposes of this Agreement. 5.6 All reports and records provided to PROVIDER by the CITY shall remain the sole property of the CITY. PROVIDER shall store and maintain such reports and records separately from any other documents and in a manner and location that is easily accessible to CITY staff members. The CITY, to the extent pennissible under applicable law, shall have access to such reports and records during PROVIDER's normal working hours and will provide PROVIDER with reasonable advance notice of a need for access. PROVIDER shall treat as strictly confidential all reports and records provided by the CITY and shall not release any such reports or records, or any portion of their contents, to third parties without the CITY's advance written consent. PROVIDER shall not copy or reproduce any such records or reports, unless (i) the CITY has provided advance written consent and (ii) such reproduction is otherwise permitted under applicable law. The CITY will provide a list of terminated employees annually to PROVIDER. PROVIDER will separate records relating to terminated employees from other records. The CITY may, to the extent permissible under applicable law, retrieve original copies of all reports and records relating to terminated employees from PROVIDER at any time. 6. MINORITY BUSINESS ENTERPRISE (MBE) PARTICIPATION 6.1 In accord with the CITY Code of Ordinances, the CITY has goals for the participation of minority business enterprises in CITY agreements. PROVIDER acknowledges the MBE goal established for this Agreement, as set forth below, and its commitment to meet that goal. Any misrepresentation of facts (other than negligent misrepresentation) and/or the commission of fraud by PROVIDER may result in the termination of this Agreement and debarment from participating in CITY contracts for a period of time of not less than three (3) years. 6.2 Because subcontracting opportunities for occupational injury medical treatment and care services are negligible, no MBE goal has been set for this Agreement. Professional Services Agreement Page 4 of 25 City of Fort Worth and Nova Healthcare,P.A. 7. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA") 7.1 Compliance In the conduct of performing their obligations under this Agreement, the parties shall comply in all material aspects with all applicable federal, state and local laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, amendments thereto, and any associated administrative regulations (collectively, "HIPAA"). Each Party agrees to abide by the policies and procedures applicable to the relationship created hereunder for the privacy and security of Protected Health Information; as such term is defined in HIPAA. PROVIDER agrees not to use or further disclose Protected Health Information other than as permitted or required by this Agreement or as required by law. PROVIDER will assume the responsibility as a business associate in accordance with HIPAA on behalf of the CITY as it relates to non-occupational injury care services. In addition, PROVIDER shall: 7.1.1 Use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. 7.1.2 Mitigate, to the extent practicable, any harmful effect that is known to PROVIDER of the use or disclosure of Protected Health Information by PROVIDER in violation of the requirements of this Agreement. 7.1.3 Report to the CITY any use or disclosure of the Protected Health Infonnation not provided for by this Agreement. 7.1.4 Ensure that any agent, including a subcontractor, to whom PROVIDER provides Protected Health Information received from, or created or received by PROVIDER on behalf of the CITY, agrees to the same restrictions and conditions that apply through this Agreement to PROVIDER with respect to such information. 7.1.5 Make internal practices, books, and records, including policies and procedures and Protected Health Information received from, or created or received by PROVIDER on behalf of the CITY available to the Secretary of the Department of Health and Human Services or his or her designee ("Secretary"), in a time and manner designated by the Secretary to determine PROVIDER compliance with HIPAA. 7.1.6 Provide access, at the request of the CITY, and in the time and manner designated by the CITY, to Protected Health Information in a Designated Professional Services Agreement Page 5 of 25 City of Fort Worth and Nova HealthCare,P.A. Record Set, to the CITY or, as directed by the CITY, to an individual in order to meet the requirements under 45 CFR 164.524. 7.1.7 Make any amendment(s) to Protected Health Information in a Designated Record Set that the CITY directs or agrees to pursuant to 45 CFR 164.526 at the request of the CITY or an individual, and in the time and manner designated by the CITY. 7.1.8 Document such disclosures of Protected Health Information and information related to such disclosures as would be required for the CITY to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. 7.1.9 Provide to the CITY or an individual, in time and manner designated by the CITY, information collected in accordance with Section 5 of this Agreement, to permit the CITY to respond to a request by an individual for an accounting of disclosures of Protected Health Infonnation in accordance with 45 CFR 164.528. 7.1.10 Consistent with HIPAA requirements, report to appropriate federal and state authorities violations of law relating to Protected Health Information. 7.2 Permitted Uses and Disclosures by PROVIDER Except as otherwise limited in this Agreement, PROVIDER may use or disclose Protected Health Information on behalf of, or to provide services to, the CITY for the proper management and administration by PROVIDER or to carry out the legal responsibilities of PROVIDER. 7.3 Obligations of the CITY The CITY shall inform PROVIDER of Privacy Practices and Restrictions by: 7.3.1 Providing PROVIDER with the notice of privacy practices that the CITY produces for Occupational Health and Safety. 7.3.2 Providing PROVIDER with any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, if such changes affect PROVIDER's permitted or required uses and disclosures. 7.3.3 Providing notification to PROVIDER of any restriction to the use or disclosure of Protected Health Information that the CITY has agreed to in accordance with 45 CFR 164.522. Professional Services Agreement Page 6 of 25 City of Fort Worth and Nova HealthCare,P.A. 7.4 Termination for material breach of HIPAA by PROVIDER Upon the CITY's knowledge of a material breach by PROVIDER the CITY shall either: 7.4.1 Provide an opportunity for PROVIDER to cure the breach or end the violation and terminate the Agreement if PROVIDER does not cure the breach or end the violation, within the time specified by the CITY; 7.4.2 Immediately terminate this Agreement if PROVIDER has breached a material term of the HIPAA requirements of this Agreement and a cure is not possible; or 7.4.3 If neither termination nor cure is feasible, report the violation to the Secretary. 7.5 Effect of Termination 7.5.1 Except as provided in Section 5, upon termination of this Agreement, for any reason, PROVIDER shall return or destroy all Protected Health Information received from the CITY, or created or received by PROVIDER on behalf of the CITY. This Provision shall also apply to Protected Health Information that is in the possession of subcontractors or agents of PROVIDER. PROVIDER shall retain no copies of the Protected Health Information as described in this paragraph. CITY acknowledges that PROVIDER is required by state and federal law to maintain medical records for a period of seven (7) years. 7.5.2 In the event that PROVIDER determines that returning or destroying the Protected Health Information is infeasible, PROVIDER shall provide to the CITY notification of the conditions that make return or destruction infeasible. Upon the CITY's determination that return or destruction of the Protected Health Information is infeasible, PROVIDER shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as PROVIDER maintains such Protected Health Information. 7.6 Miscellaneous 7.6.1 The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the CITY to comply with requirements of HIPAA. 7.6.2 The respective rights and obligations of PROVIDER under Section 7.5 of this Agreement shall survive the termination of this Agreement. 7.6.3 Any ambiguity in this Agreement shall be resolved to permit PROVIDER to comply with the Privacy Rule of HIPAA. Professional Services Agreement Page 7 of 25 City of Fort Worth and Nova HealthCare,P.A. 8. TERMINATION 8.1 Written Notice The CITY or PROVIDER may tenninate this Agreement at any time, with or without cause, by providing the other party with 60 days' written notice of termination. Upon the receipt of any such notice, PROVIDER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. 8.2 Non-appropriation of Funds In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period for any payments due hereunder, CITY will notify PROVIDER 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 the CITY of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 8.3 Duties and Obligations of the Parties following Termination In the event that this Agreement is terminated prior to the expiration of the then current term, PROVIDER shall, to the extent permissible by applicable law, provide the CITY with copies of all completed or partially completed documents prepared under this Agreement. CITY agrees to reimburse PROVIDER for the cost of such copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. CITY shall pay PROVIDER for services actually rendered up to the effective date of ternination and PROVIDER shall continue to provide the CITY with services requested by the CITY and in accordance with this Agreement up to the effective date of termination. If PROVIDER's treatment of a CITY employee is commenced before the effective date of termination of this Agreement and continues beyond that date, CITY shall continue to pay PROVIDER for medically appropriate services necessary to complete such treatment in accordance with the Texas Labor Code and Administrative Rules until such care is completed. The CITY also shall pay PROVIDER for services actually performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by PROVIDER documenting the performance of such work. 9. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION PROVIDER hereby warrants to the CITY that PROVIDER has made full disclosure in writing of any existing or potential conflicts of interest related to services to be performed under this Agreement. In the event that any conflicts of interest arise after the Effective Professional Services Agreement Page 8 of 25 City of Fort Worth and Nova HealthCare,P.A. Date of this Agreement, PROVIDER hereby agrees immediately to make full disclosure to the CITY in writing. PROVIDER, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the CITY ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the CITY. PROVIDER 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. PROVIDER shall notify the CITY immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 10. RIGHT TO AUDIT 10.1 PROVIDER agrees that the CITY shall, until the expiration of five (5) years after final payment under this Agreement, have access to and the right to examine, to the extent permissible by applicable law, at reasonable times any directly pertinent books, documents, papers and records of PROVIDER involving transactions relating to this Agreement at no additional cost to the CITY. PROVIDER agrees that the CITY shall have access during normal working hours to all necessary PROVIDER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give PROVIDER reasonable advance notice of intended audits. PROVIDER agrees to photocopy such documents as may requested by the CITY. CITY agrees to reimburse PROVIDER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 10.2 PROVIDER further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until expiration of five (5) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that CITY shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. CITY shall give subcontractor reasonable notice of intended audits. Subcontractor shall be required to photocopy such documents as may be requested by the CITY. CITY agrees to reimburse subcontractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 11. INDEPENDENT CONTRACTOR It is expressly understood and agreed that PROVIDER shall operate hereunder as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the CITY. Subject to and in accordance with the conditions and provisions of this Agreement, PROVIDER shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and Professional Services Agreement Page 9 of 25 City of Fort Worth and Nova HealthCare,P.A. omissions of its officers, agents, servants, employees, contractors and subcontractors. PROVIDER acknowledges that the doctrine of respondeat superior shall not apply as between the CITY, its officers, agents, servants and employees, and PROVIDER its officers, agents, employees, servants, contractors and subcontractors. Nothing herein shall be construed as the creation of a partnership or joint enterprise between CITY and PROVIDER. 12. LIABILITY AND INDEMNIFICATION 12.1 PROVIDER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY (INCLUDING DEATH) TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF PROVIDER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 12.2 PROVIDER COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO PROVIDER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF PROVIDER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 13. ASSIGNMENT AND SUBCONTRACTING PROVIDER shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the express prior written consent of the CITY. If the CITY grants consent to an assignment, the assignee shall execute a written agreement with the CITY and PROVIDER under which the assignee agrees to be bound by the duties and obligations of PROVIDER under this Agreement. PROVIDER and Assignee shall be jointly liable for all obligations under this Agreement prior to the date of assignment. If the CITY grants consent to a subcontract, the subcontractor shall execute a written agreement with PROVIDER referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of PROVIDER under this Agreement as such duties and obligations may apply. PROVIDER shall provide the CITY with a fully executed copy of any such subcontract. Any attempted assignment or delegation of PROVIDER shall be wholly void and totally ineffective for all purposes unless made in conformity with this section. Professional Services Agreement Page 10 of 25 City of Fort Worth and Nova Healthcare,P.A. 14. INSURANCE 14.1 Prior to commencement of any work pursuant to this Agreement, PROVIDER shall provide the CITY's Occupational Health and Safety Division and Risk Management Division with certificate(s) of insurance documenting policies that are required to be in effect throughout the term of this Agreement and any renewals thereof and that are to provide minimum coverage limits in accordance with this section. 14.2 The CITY reserves the right to review the insurance requirements of this section during the effective period of the Agreement and any extension or renewal hereof, and to modify insurance coverage and limits when deemed necessary and prudent by the CITY's Risk Manager based upon changes in statutory law, court decisions, or circumstances surrounding this Agreement, but in no instance will the CITY allow modification whereupon the CITY may incur increased risk. 14.3 PROVIDER's financial integrity is of interest to the CITY; therefore, subject to PROVIDER's right to maintain reasonable deductibles, PROVIDER shall obtain and maintain in full force and effect for the duration of the Agreement, and any extension hereof, at PROVIDER's sole expense, insurance coverage written on an occurrence basis, except Technology and Professional Liability, which may be written on a claims-made basis. All insurance required under this Agreement must be written by a company that is authorized and admitted to do business in the State of Texas and that is rated A- VII or better by A.M. Best Company or similar rating acceptable to the CITY. Coverage shall be written in the following types and amounts: 14.3.1 Workers' Compensation—Statutory Employers' Liability- $500,000/ $500,000 /$500,000 14.3.2 Commercial General (Public) Liability Insurance to include the following types of coverage: Premises/Operations, Independent Contractors, Products/Completed Operations, Personal Injury, and Contractual Liability. (Combined Single Limit for Bodily Injury and Property Damage $1,000,000 per Occurrence and $2,000,000 Aggregate) 14.3.3 Automobile Liability for Owned/Leased Vehicles, Non-Owned Vehicles, and Hired Vehicles (Combined Single Limit for Bodily Injury and Property Damage $1,000,000 per accident) 14.3.4 Commercial Umbrella - $1,000,000 per occurrence $1,000,000 Aggregate 14.3.5 Technology(Cyber) Liability- $1,000,000 per Claim, $1,000,000 Aggregate Professional Services Agreement Page 11 of 25 City of Fort Worth and Nova HealthCare,P.A. 14.3.6 Medical Professional Liability - $1,000,000 per medical incident and $3,000,000 Aggregate 14.4 For coverage underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the Effective Date of the Agreement and the certificate of insurance shall state the coverage is claims-made and indicate the retroactive date. 14.5 All required insurance shall be maintained for the duration of the Agreement and for five (5) years following completion of the service provided under the Agreement. An annual certificate of insurance submitted to the CITY shall evidence such insurance coverage. 14.6 PROVIDER additionally warrants that any physician providing health care to CITY employees shall have Medical Malpractice coverage with minimum limits of $200,000 per medical incident, with a$600,000 aggregate limit. 14.7 CITY shall be entitled, upon request and without expense, to receive copies of the policies and all endorsements thereto as they apply to the limits required by the CITY, and may make a reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Upon such request by the CITY, PROVIDER shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. 14.8 PROVIDER agrees that with respect to the above-required insurance, all insurance contracts and Certificate(s) of Insurance will contain the following required provisions: 14.8.1 With the exception of Workers' Compensation and Professional Liability policies, name the CITY and its officers, employees, officials, agents, and volunteers as additional insureds in respect to operations and activities of, or on behalf of, the named insured performed under the Agreement with the CITY. 14.8.2 An endorsement stating that PROVIDER's insurance shall be deemed primary and that any self-funded or commercial coverage maintained by the CITY shall not be called upon to contribute to loss recovery. 14.8.3 PROVIDER's Workers' Compensation and Employers' Liability policy will provide a waiver of subrogation in favor of the CITY. 14.9 PROVIDER shall notify the CITY in the event of any notice of cancellation, non- renewal or material change in coverage and shall give such notices not less than thirty(30) days prior to the change, or ten (10) days' notice for cancellation due to nonpayment of premiums, which notice must be accompanied by a replacement Professional Services Agreement Page 12 of 25 City of Fort Worth and Nova HealthCare,P.A. Certificate of Insurance. All notices shall be given to the CITY at the following address: City of Fort Worth Attn: Ron Josselet, Human Resources Manager Occupational Health & Safety/Workers' Compensation Division 1000 Throckmorton Street Fort Worth, Texas 76102 A copy must also be sent to the CITY's Risk Manager at the same address. 14.10 If PROVIDER fails to maintain the aforementioned insurance, or fails to secure and maintain the aforementioned endorsements, the CITY may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; however, procuring of said insurance by the CITY is an alternative to other remedies the CITY may have, and is not the exclusive remedy for failure of PROVIDER to maintain said insurance or secure such endorsement. In addition to any other remedies the CITY may have upon PROVIDER'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 PROVIDER to stop work hereunder, and/or the right to withhold any payment(s) that become due to PROVIDER hereunder until PROVIDER demonstrates compliance with the requirements hereof. 14.11 Nothing herein contained shall be construed as limiting in any way the extent to which PROVIDER may be held responsible for payments of damages to persons or property resulting from PROVIDER's or its subcontractors' performance of the work covered under this Agreement. 15. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS In fulfilling its obligations under this Agreement, PROVIDER agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the CITY notifies PROVIDER of any violation of such laws, ordinances, rules or regulations, PROVIDER shall immediately desist from and correct the violation. 16. NON-DISCRIMINATION COVENANT PROVIDER, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance PROVIDER'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 PROVIDER its personal representatives, assignees, subcontractors or successors in interest, PROVIDER agrees to Professional Services Agreement Page 13 of 25 City of Fort Worth and Nova HealthCare,P.A. assume such liability and to indemnify and defend the CITY and hold the CITY harmless from such claim. 17. NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representatives; (ii) delivered by facsimile with electronic confirmation of the transmission; or (iii) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To PROVIDER City of Fort Worth Nova Healthcare, P.A. Attn: Ron Josselet Attn: Shelton Frey 1000 Throckmorton Address: 2425 Foutainview, Suite 200 Fort Worth TX 76102-6311 Houston, TX 77057 Facsimile: (817) 392-7766 Facsimile: 713.333.2900 E-mail: Email: sheltonfrey @n-o-v-a.com Ron.Josselet@fortwoi,thtexas.gov With copy to City Attorney's Office at same address. 18. SOLICITATION OF EMPLOYEES Neither the CITY nor PROVIDER shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or 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. 19. GOVERNMENTAL POWERS - It is understood and agreed that by execution of this Agreement, the CITY does not waive or surrender any of its governmental powers. 20. NO WAIVER The failure of the CITY or PROVIDER to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the CITY's or PROVIDER's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Professional Services Agreement Page 14 of 25 City of Fort Worth and Nova HealthCare,P.A. 21. GOVERNING LAW/VENUE This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis 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. 22. SEVERASILITY 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. 23. FORCE MAJEURE The CITY and PROVIDER shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests or restraints; civil disturbances; explosions; or some other reason beyond the party's reasonable control (each a "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 24. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 25. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had the opportunity to review and revise 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 hereto. 26. AMENDMENTS /MODIFICATIONS /EXTENSIONS No extension, modification, or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument that is executed by both parties. Professional Services Agreement Page 15 of 25 City of Fort Worth and Nova HcalthCare,P.A. 27. SIGNATURE AUTHORITY Each person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of his/her respective party, and further warrants that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 28. ENTIRETY OF AGREEMENT This instrument (including any exhibits and attachments hereto and any documents incorporated herein by reference) contains the entire understanding and agreement between the CITY and PROVIDER, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement purporting to vary from the terms of this document is hereby declared null and void. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ')37fT,4ay of January, 2015. CITY OF FORT WORTH: NO +, By: By: Susa A anis, Assistant City Manager Tit e: Chie perating Officer Date: 1 l a.S I a-OlS Date: II 1 ATTEST: fop EST: By: —g S• Mary yser, dWslcreOry $ Q ' General Co r sel APPROVED AS TO FORM AND ��� LE ITY: Y• Denis cElro , ssistant City Attorney CONTRACT AUTHORIZATION: FC--�APIYV K�A L RECORD SECRETARY M&C: C-27056 WORT] TX Date Approved: 10/28/2014 Professional Services Agreement Page 16 of 25 City of Fort Worth and Nova HealthCare,P.A. EXHIBIT A - SCOPE OF SERVICES A.I. PROVIDER FACILITIES A.1.1 PROVIDER's facilities shall be of adequate size and capability to provide all necessary health care for injured employees as outlined in this Agreement and its exhibits. These facilities must be operated and maintained to ensure a healthful and safe environment for CITY employees. A.1.2 Clinic Locations A.1.2.1 PROVIDER must operate sufficient clinic locations in the Fort Worth/Dallas area to provide convenient occupational health care services to CITY employees. The CITY will primarily utilize facilities located in Fort Worth. However CITY employees may access any other PROVIDER health care facilities located in the Fort Worth/Dallas metroplex, or any other PROVIDER locations in Texas and the United States as necessary. A.1.2.2PROVIDER operates two (2) clinic locations in Fort Worth, seven (7) additional clinic locations in the Fort Woith/Dallas Metroplex area, and thirty- six (36) other locations around the United States. The CITY will primarily utilize PROVIDER's Fort Worth locations as detailed in PROVIDER's Response to City RFP No. 14-0225, a copy of which proposal is attached as Exhibit "C" to the Agreement. However, CITY personnel can access any other PROVIDER location as necessary. A.1.2.3Primary Clinic Location— The facility listed below shall be designated as the primary facility for use of CITY Employees. Hours of operation of the primary facility shall at a minimum be 8:30 a.m. to 6:00 p.m. Monday through Friday. However, it is desirable that PROVIDER provide extended hours during weekdays and on weekends and holidays at the designated primary facility and/or other facilities as a means to better accommodate CITY employees who work evening, night, weekend and/or holiday shifts. The designated clinic facility that shall serve as CITY's primary clinic facility is: 1106 Alston Avenue Fort Worth, TX 76104 Phone: 817.332.0660 Fax: 817.332.0770 Hours of Operation: Professional Services Agreement Page 17 of 25 City of Fort Worth and Nova HealthCare,P.A. A.1.3 Wait Times Wait times for CITY employees for medical treatment and/or other occupational health care services shall not exceed reasonable time limits. A.1.4 Hours of Operation PROVIDER must make contracted services available weekdays, Monday through Friday from 8:30 a.m. to 6:00 p.m. The CITY considers these hours of operation as a minimum requirement and would provide favorable consideration to providing medical services at additional times. A.1.5 Accreditation If PROVIDER currently is not accredited by the Urgent Care Center Accreditation (UCCA) Program and/or the Joint Commission on Accreditation of Healthcare Organizations (The Joint Commission), PROVIDER agrees to consider seeking such accreditation. A.2 CLINIC PERSONNEL A.2.1 PROVIDER's health care practitioners must be credentialed, experienced in occupational medicine, and possess documented expertise in the evaluation, treatment, oversight, and recovery of employees injured on the job. This expertise must also encompass an effective system of communication with the CITY and their agents to ensure prompt delivery of necessary services and overall coordination of the CITY's programs. A.2.2 PROVIDER must utilize Texas licensed medical doctors and other licensed health care practitioners and administrative staff sufficient to perform all necessary health care and other required services. PROVIDER must exercise due diligence to ensure health care practitioners are properly credentialed in their respective and specific areas of medical practice. A.2.3 PROVIDER's medical doctors and health care practitioners must be familiar with and utilize evidenced based medicine in the evaluation, treatment, oversight, and recovery of employees injured on the job as required by the Texas Labor Code and related Rules. A.2.4 Treating Doctors A.2.4.1 PROVIDER agrees to employ or contract with occupational medicine physicians to provide occupational injury medical treatment and care for Professional Services Agreement Page 18 of 25 City of Fort Worth and Nova HealthCare,P.A. injured CITY employees. PROVIDER physicians shall be in good standing with State of Texas regulatory agencies including the Texas Department of Insurance, Division of Workers' Compensation (DWC) regarding being an approved doctor on the Division's Approved Doctors List. A.2.4.2 PROVIDER physicians shall perfonn and function as Treating Doctors, in accordance with the Texas Labor Code and related Rules. A.3 PANEL OF SPECIALTY PHYSICIANS AND HEALTH CARE PROVIDERS A.3.1 PROVIDER agrees to assist the CITY to establish and maintain a panel of specialized medical professionals/ physicians and other health care providers for referral as necessary in the appropriate treatment of the CITY's employees who are injured in the course and scope of their employment. PROVIDER also agrees to maintain the panel during the initial term of this Agreement, as well as any of the option terns. A.3.2 The panel will be composed of medical professionals / physicians, including but not limited to Neurologists, Orthopedists / Orthopedic Surgeons, Neurologists / Neurosurgeons, Plastic Surgeons, Psychologists, Psychiatrists, Pain Management Specialists, Chiropractors, Physical and Occupational Therapists, Pain Management Specialists, Oncologists, Pulmonologists and Cardiovascular Surgeons. A.3.3 Each medical specialist must be willing to accept workers' compensation patients and agree to be paid for services in accordance with the Texas Labor Code and related Rules for medical services and fees. A.3.4 PROVIDER agrees that Treating Doctors shall monitor performance of referral specialists and other health care providers as to the following: A.3.4.1 Usage of Treatment Guidelines adopted by the Texas Department of Insurance —Department of Workers' Compensation ("TDI-DWC") A.3.4.2 Usage of Return-To-Work Guidelines adopted by the TDI-DWC A.3.4.3 Medical Outcomes A.3.4.4 Return-To-Work Outcomes CITY shall require frequent reports as to the performance of referral specialists and other health care providers relating to A.3.4.1 through A.3.4.4 above. A.3.5 PROVIDER also agrees to replace, if necessary, any or all of panel members as warranted and agreed upon by the CITY. A.3.6 PROVIDER shall coordinate with the CITY regarding the initial panel of doctors and any changes to the members of the panel. A.4 OCCUPATIONAL INJURY MEDICAL TREATMENT AND CARE Professional Services Agreement Page 19 of 25 City of Fort Worth and Nova HealthCare,P.A. A.4.1 PROVIDER shall provide reasonable and necessary health care services to CITY employees injured in the course and scope of their employment with the CITY, as defined and instructed in the Texas Labor Code and related Rules. A.4.2 Employees injured on the job will be referred to the PROVIDER medical facilities as appropriate by the CITY, as a preferred provider of health care services. Employees of the CITY currently retain the right to choose a different initial treating doctor as allowed in the Texas Labor Code and related Rules. A.4.3 If the injured employee chooses to seek initial and subsequent health care with PROVIDER then the PROVIDER will become the employee's treating doctor and will perform all of the necessary functions and responsibilities of a treating doctor as required by the Texas Labor Code and related Rules. AAA PROVIDER shall accelerate and expedite treatment and/or referrals for treatment of the following CITY employees, in accordance with Section 504.055 of the Texas Labor Code: (1) peace officers; (2) emergency medical care attendants, emergency medical technicians, and paramedics; and (3) fire fighters. A.4.5 Treatment Guidelines PROVIDER shall specifically provide medical treatment and render services in accordance with Treatment Guidelines adopted by TDI-DWC in the Rules, Chapter 137, "Disability Management". Any treatment that is not covered by the Guidelines shall be documented and shall be based on other credible evidence-based medicine as defined in Section 401.011(18-a) of the Texas Labor Code. A.4.6 Return-To-Work Guidelines PROVIDER shall specifically utilize the disability duration guidelines adopted by TDI- DWC in the Rules, Chapter 137, "Disability Management, § 137.10" in coordinating an employee's safe return to the CITY after an on the job injury. Specifically, PROVIDER will effectively communicate and coordinate with the CITY's Return to Work Program to ensure that injured employees are safely and appropriately returned to restricted (modified) or full duty employment. Deviations from these Return-To-Work Guidelines shall be documented in a treatment plan designed to (1) provide required treatment of the employee in accordance with subsection A.4.5 above and (2) effect the earliest return to work date the employee is medically able to do so. Professional Services Agreement Page 20 of 25 City of Fort Worth and Nova HealthCare,P.A. A.4.7 Restrictions to Duty PROVIDER shall recognize and discuss with injured CITY employees the general availability of restricted or limited duty assignments provided by the CITY. PROVIDER shall identify appropriate restrictions to duty based on CITY provided detailed physical demand requirements of the injured employee's position, or of any limited duty assignments that may be available to the injured employee. A.4.8 DWC-073 "Work Status Report" PROVIDER shall ensure that health care providers completely and accurately fill out the TDI-DWC form DWC-073 "Work Status Report" on each CITY employee for each medical evaluation or for medical treatment provided. PROVIDER shall provide each such DWC-073 form to the CITY Occupational Health and Safety / Workers' Compensation Division (the "OHS") within one (1) work day of the employee's office visit or medical treatment event. A.4.9 Preauthorization Requests; Requests for Reconsideration A.4.9.1 PROVIDER shall ensure that requests for pre-authorization of medical services and requests for reconsideration of pre-authorization denials shall include all necessary medical documentation based upon the Treatment Guidelines to support and justify the request prior to submission to the CITY's third party claims administrator. A.4.9.21n accordance with the Texas Labor Code §504.055, PROVIDER shall accelerate and expedite the preparation and submission of preauthorization requests relating to the following CITY employees: (1) peace officers; (2) emergency medical care attendants, emergency medical technicians, and paramedics; and (3) fire fighters. A.4.9.3PROVIDER agrees to expedite preparation and submission of all preauthorization requests and requests for reconsideration to the CITY's contracted third party claims administrator so as to minimize the amount of time an employee may be off work, on limited duty, and/or awaiting medical services. CITY agrees to include expedited preauthorization determinations and expedited determinations of requests for reconsideration in the third party claims administrator's account handling instructions for the CITY. A.5 REPORTS A.5.1 CITY shall require quarterly and annual reports, or as otherwise required by CITY, as to the performance of Treating Doctors, referral specialists and other health care providers to include,but not necessarily limited to the following: A.5.1.1 Usage of Treatment Guidelines adopted by the TDI-DWC Professional Services Agreement Page 21 of 25 City of Fort Worth and Nova HealthCare,P.A. A.5.1.2 Usage of Return-To-Work Guidelines adopted by the TDI-DWC A.5.1.3 Medical Outcomes A.5.1.4 Return-To-Work Outcomes A.5.2 CITY shall require additional reports including but not necessarily limited to the following: A.5.2.1 Utilization Report of CITY employees compared to utilization of other employer (including other municipalities) in the Fort Worth/Dallas Metroplex, to include injury frequency, cost by body area, age profile, male to female profile, case duration and cost, referral utilization and management, return-to-work outcomes and management A.5.2.2 Average clinic wait tunes of CITY employees A.5.2.3 Patient / Employee Satisfaction with medical treatment and services provided A.5.2.4 Services provided by Treating Doctor, and by category of treatment and service provided—number and cost A.5.2.5 Average length of time from date of medical evaluation to date of submission of preauthorization requests and requests for reconsideration A.5.2.6 Monthly Report of CITY employees who fail to keep medical and/or other health care appointments — dates and type of appointment. Infortnation and data for this report shall be captured and reported by City Department. A.6 WORKERS' COMPENSATION HEALTH CARE NETWORK A.6.1 Certified Workers' Compensation Health Care Network PROVIDER must be willing to participate in a workers' compensation health care network certified under Chapter 1305 of the Insurance Code, if the CITY determines that provision of medical benefits through a workers' compensation health care network is available and practical to the CITY. A.6.2 Direct Contract Network In the event the CITY chooses to provide medical benefits to injured employees by directly contracting with health care providers or through a health benefits pool established under Chapter 172 of the Local Government Code and in accordance with Section 504.053 of the Texas Labor Code, PROVIDER must be willing to participate in such a panel or network of health care providers specifically developed by or on behalf of CITY. Professional Services Agreement Page 22 of 25 City of Fort Worth and Nova Healthcare,P.A. EXHIBIT B—OCCUPATIONAL INJURY MEDICAL TREATMENT AND CARE; SCHEDULE OF COMPENSATION B.1 Medical services/health care rendered by PROVIDER and the panel of medical specialists to CITY employees injured in the course and scope of their employment with the CITY shall be provided in accordance with the Texas Labor Code and Texas Department of Insurance, Division of Compensation adopted Rules. B.2 Compensation to PROVIDER and the panel of medical specialists shall be paid by the CITY in accordance with the Medical/Professional Services and Fee Guidelines as specified in the Texas Labor Code and Texas Department of Insurance, Division of Compensation adopted Rules. B.3 The following provisions of the Texas Labor Code relating to medical treatment and care, compensation for services, reimbursement and medical fees specifically apply: Chapter 408 Workers' Compensation Benefits Sub-Chapter B. Medical Benefits Chapter 409 Compensation Procedures Section 409.009 Section 409.0091 Chapter 413 Medical Review Sub-Chapter A General Provisions Sub-Chapter B Medical Services and Fees Sub-Chapter C Dispute Resolution Sub-Chapter D Health Care Providers Chapter 504 Workers' Compensation Coverage for Employees of Political Subdivisions Sub-Chapter C Benefits and Offsets Section 504.055 Expedited Provision of Medical Benefits Section 504.056 Intent of Expedited Provision of Medical Benefits B.4 The following provisions of the Texas Department of Insurance, Division of Workers' Compensation Rules (Texas Administrative Code,Title 28, Part 132) relating to medical treatment and care, compensation for services, reimbursement and medical fees specifically apply: Chapter 126 General Provisions Applicable to All Benefits Rule 126.9 Choice of Treating Doctor and Liability for Payment Rule 126.14 Treating Doctor Examination to Define the Compensable Injury Professional Services Agreement Page 23 of 25 City of Fort Worth and Nova HealthCare,P.A. Rule 126.17 Guidelines for Examination by a Treating Doctor or Referral Doctor after a Designated Doctor Examination to Address Issues Other Than Certification of Maximum Medical Improvement and the Evaluation of Permanent Impairment Chapter 133 General Medical Provisions Sub-Chapter A General Rules for Medical Billing and Processing Sub-Chapter B Health Care Provider Billing Procedures Sub-Chapter C Medical Bill Processing/Audit by Insurance Carrier Sub-Chapter D Dispute and Audit of Bills by Insurance Carriers Sub-Chapter G Electronic Medical Billing, Reimbursement, and Documentation Chapter 134 Guidelines for Medical Services, Charges and Payments Sub-Chapter A Medical Reimbursement Policies Sub-Chapter B Miscellaneous Reimbursement Sub-Chapter C Medical Fee Guidelines Sub-Chapter E Health Facility Guidelines Sub-Chapter F Pharmaceutical Fees Sub-Chapter G Prospective and Concurrent Review of Health Care Sub-Chapter I Medical Bill Reporting Sub-Chapter J Reviews and Audits Chapter 138 Disability Guidelines Sub-Chapter A General Provisions Sub-Chapter C Treatment Guidelines Chapter 140 Dispute Resolution/General Provisions Rule 140.6(d) Claims for Reimbursement of Medical Benefits Chapter 180 Monitoring and Enforcement Sub-Chapter B Medical Benefit Regulation Professional Services Agreement Page 24 of 25 City of Fort Worth and Nova Healthcare,P.A. M&C Review Pagel of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT COUNCIL ACTION: Approved on 10/28/2014 DATE: 10/28/2014 REFERENCE NO.: **C-27056 LOG NAME: 14CONCENTRA OHS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Professional Services Agreement with Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers, for Non-Injury Occupational Health Care Services for an Anticipated Annual Cost of$316,106.17 and Authorize Execution of Professional Services Agreements with Primary Health, Inc. d/b/a Care Now, Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers, Texas Health Harris Methodist Hospital Fort Worth d/b/a Texas Health Harris Methodist Occupational Health and Nova HealthCare, P.A., as Preferred Providers of Occupational Injury Medical Care and Treatment Services with All Costs to be Billed to Individual Claim Files (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Professional Services Agreement with Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers, as the City's sole provider of non-injury occupational health care services with an estimated annual cost of$316,106.17; and 2. Authorize the execution of individual Professional Services Agreements with Primary Health, Inc. d/b/a Care Now, Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers, Texas Health Harris Methodist Hospital Fort Worth d/b/a Texas Health Harris Methodist Occupational Health and Nova HealthCare, P.A., as preferred providers of occupational injury medical treatment and services with all costs to be billed to individual claim files as allocated loss expenses. DISCUSSION: The purpose of this Mayor and Council Communication is to approve Agreements for both injury and non-injury related occupational health care. On September 29, 2009, (M&C C-23812) the City Council authorized execution of a contract with Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers (Concentra), to provide both non-injury occupational health care services to the City of Fort Worth and to provide medical treatment and services to employees injured on the job. The final renewal option was set to expire on September 30, 2014, but the City Council authorized a three-month extension through December 31, 2014 to facilitate a new bidding process (M&C C-26914). Request for Proposals (RFP) No. 14-0225 was issued and advertised in the Fort Worth Star- Telegram on August 13, 2014, seeking proposals for a medical provider(s) of occupational health care services. A total of four proposals were received in response to the RFP. The four proposers were Primary Health, Inc. d/b/a Care Now (Care Now), Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers, Texas Health Harris Methodist Hospital Fort Worth d/b/a Texas Health Harris Methodist Occupational Health (Harris) and Nova Health Care, P.A. (Nova). The proposal evaluation factors included responsiveness to the RFP, the medical provider's capability and expertise to provide the services requested, MBE participation and cost. Proposals were http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20444&councildate=10/28/2014 1/14/2015 M&C Review Page 2 of 3 reviewed by an evaluation committee consisting of staff from the Human Resources, Police and Fire Departments and the M/WBE Office. The evaluation committee recommends that Concentra be awarded a contract for Non-Injury Health Care Services and that all four proposers be awarded contracts as preferred providers for Occupational Injury Medical Care and Treatment Services. Non-Injury Occupational Health Care Services: Concentra has provided occupational health care services to the City for the past 14 years. Concentra is one of the nation's largest occupational health care providers and currently provides services to the City for both occupational injury medical treatment and for non-injury occupational health care services. The non-injury services being provided include alcohol and drug screens, flu shots and other types of vaccinations, medical screenings, Department of Transportation commercial driver's physicals, pre-employment physicals and return-to-work physical abilities tests. As noted above, the evaluation committee recommends engaging Concentra as the sole provider for these non-injury occupational health care services, which have an estimated annual cost of $316,106.17. Occupational Injury Medical Care and Treatment Services: Care Now was founded in 1993 and operates 24 occupational injury and urgent care clinic locations in the Fort Worth/Dallas Metroplex, five of which are in Fort Worth. Care Now is accredited by the Accreditation Association for Ambulatory Health Care, Inc. Concentra Medical Centers is a subsidiary of Humana, Inc., and was established in 1979. Concentra operates 16 occupational injury and urgent care clinic locations in the Fort Worth/Dallas Metroplex, two locations of which are in Fort Worth. As noted above, Concentra has previously provided these services to the City. Texas Health Harris Methodist Hospital has provided medical services to Tarrant County since 1930 and is accredited by the Joint Commission on Accreditation of Healthcare Organizations. Texas Health Harris Methodist operates two occupational injury clinics in Fort Worth. Nova HealthCare, P.A., was founded in 1993 and operates nine occupational injury clinics in the Fort Worth/Dallas Metroplex, two of which are in Fort Worth. By contracting with all four providers for occupational injury medical care, treatment and services, the City is able to offer City employees a wide choice of primary occupational medical treatment providers through 11 Fort Worth clinics and 40 additional clinic locations throughout the Fort Worth/Dallas Metroplex. Contracting with four providers also enables Staff to work with these preferred providers to achieve better return-to-work outcomes for City employees, to provide a wide range of quality health specialty providers and to better manage the costs of workers' compensation medical care. Medical care and treatment services for occupationally injured City employees are characterized as allocated loss adjustments and are invoiced to the individual claim files of each injured worker. The costs for these services are included in the amounts allocated in the budget for workers' compensation claims. Claims are processed and paid on behalf of the City by CorVel Enterprise Comp., the City's contracted Third Party Workers' Compensation Claims Administrator(City Secretary Contract No. 44004). Medical care and treatment services fees are paid at State of Texas regulated medical fee guidelines adopted by the Texas Department of Insurance, Division of Workers' Compensation and there is no variation in fee amounts. M/WBE OFFICE - Occupational Health Centers of the Southwest, P.A. d/b/a Concentra Medical Centers is in compliance with the City's BDE Ordinance by committing to 10 percent MBE (African American) participation on this project for the Non-Injury Occupational Health Care and other related health care services. The City's MBE (African American) goal on this project is 10 percent. Additionally, the Occupational Injury Medical Care and Treatment Services Agreements for this solicitation is not applicable to the goal because the purchase of these types of services is from source(s) where subcontracting opportunities are negligible. http://apps.cfwnet.org/council 1/14/2015 M&C Review Page 3 of 3 RENEWAL TERMS - On City Council approval, all of these Agreements will have an initial three-year term, beginning January 1, 2015 and each Agreement will allow for up to two, one-year renewals. Execution of the renewal Agreements will not require additional City Council authority, provided that funds have been appropriated to pay the City's obligations during the renewal terms. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Workers' Compensation Insurance Fund. TO Fund/Account/Centers FROM Fund/Account/Centers FE73 539120 0147310 $316,106.17 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Brian Dickerson (7783) Additional Information Contact: Margaret Wise (8058) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp?ID=20444&councildate=10/28/2014 1/14/2015 w