2023/07/01 Occupational Health Centers of California, A Medical Corporation, dba Concentra Medical Centers Agreement for Medical Services
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AGREEMENT FOR MEDICAL SERVICES
This Agreement for Medical Services (the “Agreement”) is made and entered into as of the 1st day
of July, 2023 (the "Effective Date"), by and between Occupational Health Centers of California, A Medical
Corporation, dba Concentra Medical Centers (“Concentra") and the City of Menifee (“Client”).
RECITALS
WHEREAS, Concentra is in the business of providing certain healthcare services through its
employees, and/or its designated affiliates and associations as more fully defined herein, including those
services as described on Exhibit A attached hereto (the “Services”) at a Concentra business location; and
WHEREAS, Client desires to engage Concentra, and Concentra desires to accept such engagement,
to provide the Services, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Compensation.
(a) Client shall pay Concentra in accordance with the fee schedule set forth in Exhibit A
(herein, the "Fees"). At the beginning of each twelve (12) month period of this Agreement, following the
Effective Date, the Fees for the prior twelve (12) month period shall be automatically increased by six percent
(6%). Concentra shall invoice Client monthly and Client shall remit payment to Concentra within thirty (30)
days of receipt of invoice. Client agrees to pay any sales, use, excise or similar taxes applicable to the Services
provided for hereunder.
(b) If Client and/or Concentra determine(s) that a change to this Agreement’s Scope of
Services is required, then such change to the Scope of Services must be provided by written amendment
executed by both parties. The written amendment shall include any change in the Fees associated with any
such change to the Scope of Services.
2. Term and Termination.
(a) The initial term of this Agreement (the “Initial Term”) shall be for one (1) year,
commencing on the Effective Date. This Agreement will auto renew for additional one (1) year terms (each a
“Renewal Term”) (the Initial Term and Renewal Term collectively referred to as the “Term”) unless terminated
pursuant to Section(b) below.
(b) Either party may terminate this Agreement for convenience by providing the other
party a thirty (30) day written notice of its intent to terminate.
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3. Compliance with Laws. In the performance of its duties and obligations pursuant to this
Agreement, Concentra shall comply with all laws, rules, and regulations applicable to Concentra in connection
therewith. Concentra further shall ensure that all personnel performing Services hereunder are appropriately
licensed to perform the Services.
4. Nature of Relationship. Concentra shall perform this Agreement as an independent
contractor to Client and, except as specifically provided in this Agreement, Concentra shall be solely
responsible for the means and methods used to perform its obligations to Client. Concentra and Client
specifically acknowledge and agree that all individuals who will be performing Services hereunder are agents
or employees of Concentra and not of the Client. Nothing in this Agreement is intended or shall be construed
to create a joint venture, agency, partnership, emp loyer/employee relationship or any legal or equitable
relationship other than that of client and independent contractor.
This Section 4 shall survive the termination of this Agreement.
5. Confidentiality.
(a) The parties recognize and acknowledge that in the course of performing its duties
and obligations under this Agreement such parties may have access to the other party’s trade secrets and
confidential or proprietary information (the “Confidential Information”). Confidential Information shall incl ude,
but not be limited to, this Agreement and the terms contained herein. Each party hereby agrees that, except
when required by law, it will not disclose, in whole or in part, such Confidential Information for its own
purposes or for the benefit of any other person, firm, partnership, association, corporation or business
organization, entity or enterprise. In connection therewith, each party and any employee or agent of a party
that has access to the Confidential Information of the other party will adhe re to and be subject to the terms
of this Section 5(a). Both parties shall maintain the confidentiality of medical records generated hereunder
in accordance with applicable law and shall protect from disclosure any protected health information, as
defined in 45 CFR §160.103.
(b) The parties agree that, in the event of a disclosure or threatened disclosure of such
Confidential Information in a manner inconsistent with the terms of this Agreement, through any means
whatsoever, the injured party may terminate this Agreement and may, in addition to any other remedies to
which it may be entitled: (i) demand the return of any and all documents or other tangible items which reflect,
reveal, disclose, constitute, compromise, or embody such Confidential Information and any or all copies
thereof, whereupon the party disclosing, or threatening to disclose, such Confidential Information in a manner
inconsistent with the terms of this Agreement shall promptly comply with such demand; (ii) be entitled to
institute and prosecute proceedings in a court of competent jurisdiction to obtain temporary and/or permanent
injunctive relief to enforce any provision hereof, without the necessity of proof of actual injury, loss or damage;
and (iii) recover damages, losses, and expenses of any nature, including without limitation attorneys’ fees,
arising out of, resulting from or otherwise relating to such disclosure or threatened disclosure. Anything
contained in this Section 5(b) to the contrary notwithstanding, each of the parties to this Agreement shall not
be required to return or deliver any documents or other tangible items relating to such Confidential Information,
if such return or delivery would directly violate any express provisions of an applicable order of a cou rt of
competent jurisdiction. It is the intention of the parties hereto that, in enforcing the provisions of this
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Section 5(b), a court may take into consideration, among other factors, each of the parties’ interest in
maintaining the confidentiality of such Confidential Information. Anything contained in this Section 5(b) to the
contrary notwithstanding, the provisions of this Section 5(b) are not intended to cover information, which is in
the public domain or becomes generally known.
This Section 5 shall survive the termination of this Agreement.
6. Indemnification.
(a) Each party shall indemnify, defend, and hold harmless the other party, and such other
party’s officers, directors, employees, and affiliates, from and against any and all liability, loss, cost, or expense
(including, without limitation, reasonable attorney’s fees), arising out of or in connection with the negligence
or misconduct of the indemnifying party in the performance of its duties and obligations pursuant to this
Agreement.
(b) The party seeking indemnification shall promptly notify in writing the party from whom
indemnification is sought of any claim asserted against it for which such indemnification is sought, and shall
promptly deliver to the party from whom indemnification is sought a true copy of any such claim including, but
not limited to, a true copy of any summons or other process, pleading, or notice issued in any lawsuit or other
proceeding to assert or enforce such claim. Where acceptance of its obligation to indemnify is deemed proper
by the indemnifying party, said party reserves the right to control the investigation, trial, and defense of such
lawsuit or action (including all negotiations to effect settlement) and any appeal arising therefrom and to
employ or engage attorneys of its own choice.
(c) The party seeking indemnification may, at its own cost, participate in such
investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom. The party seeking
indemnification and its employees, agents, servants, and representatives shall provide full cooperation to the
indemnifying part at all times during the pendency of the claim or lawsuit, including without limitation, providing
them with all available information with respect thereto.
This Section 6 shall survive the termination of this Agreement.
7. Medical Records.
(a) Custodian. Concentra shall serve as the custodian of medical records created at the
clinic during the Term of this Agreement. Concentra, as custodian of records shall abide by all local, state,
and federal requirements for such record retention during and after the Term of this Agreement. Concentra
shall also abide by all applicable laws related to Concentra and the medical service record retention. Client
acknowledges that Concentra will provide copies of medical records to any third -party requestor (with the
appropriate executed release from the employee/patient, court order, or business affidavit, as applicable).
(b) Access. Client understands and acknowledges that the Client is not entitled to
access any patient medical records except to the extent allowed by law. Concentra is a “covered entity” as
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enumerated in 45 CFR §160.103. As a covered entity, Concentra may only disclose protected health
information as authorized by and to the extent allowed by law.
(c) Retention and Destruction. Upon the termination of this Agreement for any reason,
Concentra shall maintain all records created against the statutory and regulatory requirements. Should Client
request records be maintained by Concentra beyond any state, local or federal rule due to an ongoing audit
or legal matter, then Client shall be invoiced for such retention for as long as such records are retained until
written notice from Client to destroy such retained records.
This Section 7 shall survive the termination of this Agreement.
8. Audit. Upon Client providing thirty (30) days advance written notice to Concentra, Client
may inspect the books (excluding confidential proprietary data), procedures, and records of Concentra to
monitor compliance with this Agreement. Upon such request, such audit is at Client’s sole expense and is
responsible for any reasonable fees incurred by Concentra to assist in providing such access (including, but
not limited to, reasonable copy charges, hourly rates for personnel to provide requested materials for such
audit, and supplies needed to provide such access). If an audit is requested and performed by Client, then
Client will be invoiced as a separate line item on the ne xt monthly billing statement as a standard Service
provided under this Agreement.
9. Breach. If either party commits a material breach of its obligations under this Agreement,
other than a breach of a payment obligation, the non -breaching party will provide thirty (30) days written
notice describing the material breach to the breaching party. The breaching party will have thirty (30) days
to cure such breach. If the breach is not cured within such period, then the party not in breach may terminate
this Agreement upon thirty (30) days’ prior, written notice to the other party.
10. Miscellaneous.
(a) Entire Agreement; Amendment. All exhibits referenced in this Agreement (“Exhibits”)
shall be attached and incorporated herein. This Agreement contains the entire agreement and understanding
of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements,
understandings, and arrangements, written or oral, between the parties hereto regarding the subject matter
hereof. Only a written instrument executed by both parties may amend this Agreement.
(b) Notices. All notices required or permitted under this Agreement shall be in writing
and shall be deemed to have been properly given: (i) when personally delivered; (i i) if sent via overnight
delivery by a nationally recognized overnight carrier, upon the delivery date; or (iii) if sent by United States
mail, three (3) business days after deposit in postage prepaid, certified or registered mail, to the following
respective addresses (or to such other address or addresses as either party may designate in writing):
If to Concentra: Concentra Health Services, Inc.
5080 Spectrum Drive, Suite 1200 – West Tower
Addison, Texas 75001
Attn: Legal Contracts
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If to Client: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn:
(c) Adequate Assurances. If reasonable grounds for insecurity arise with respect to
Client's ability to pay for the Services in a timely fashion, Concentra may demand in writing adequate
assurances of Client's ability to meet its payment obligations under this Agreement. Unless Client provides
such assurances in a reasonable time and manner acceptable to Concentra, then in addition to any other
rights and remedies available, Concentra may in its sole discretion: (a) partially or totally suspend its
performance of Services while awaiting assurances from Client, without any liability; a nd/or (b) require
payment from Client in advance for Services not yet provided, without any liability.
(d) Force Majeure. Neither party shall be liable for failure to perform any duty or
obligation that either may have under this Agreement where such failure has been occasioned by any act of
God, fire, inevitable accident, war, or any cause outside the reasonable control of the party who had the duty
to perform.
(e) Waiver. The failure of either party to exercise or enforce any right conferred up on it
hereunder shall not be deemed to be a waiver of any such right, nor operate to bar the exercise or performance
thereof at any time or times thereafter, nor shall its waiver of any right hereunder at any given time, including
rights to any payment, be deemed a waiver thereof for any other time.
(f) Assignment; Binding Effect. Neither party may assign this Agreement to any other
person or entity without the prior written consent of the other party; provided however that Client acknowledges
that certain professional services to be rendered by Concentra may be rendered by a professional association
affiliated with Concentra. Notwithstanding anything contained herein to the contrary, either party may assign
this Agreement, without consent, to the surviving entity in the event of a merger or sale of substantially all the
assets. Subject to the foregoing, this Agreement inures to the benefit of, and is binding upon, the parties
hereto and their respective successors and assigns.
(g) Severability. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable by a court of competent jurisdiction, the parties shall, if possible, agree on a legal, valid, and
enforceable substitute provision that is as similar in effect to the deleted provision as possible. The remaining
portion of the Agreement not declared illegal, invalid, or unenforceable shall, in any event, remain valid and
effective for the term remaining unless the provision found illegal, invalid, or unenforceable goes to the
essence of this Agreement.
(h) Governing Law. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the state in which the Services are performed, without regard to conflict/choice
of law principles.
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(i) Legislative Modification. Notwithstanding any other provision to the contrary: (a) in
the event that any federal, state, or local law, rule, regulation, or interpretation thereof at any time during the
term of this Agreement prohibit, restrict, or in any way materially change the method or amount of
reimbursement or payment for services under this Agreement, then this Agreement shall, in good faith, be
amended by the parties to provide for payment of compensation in a manner consistent with any such
prohibition, restriction, or limitation; and (b) with respect to any law, rule, regulation, or interpretation thereof
which results in a material increase in the cost of services provided by Concentra hereunder, Concentra shall
have the right to increase its fees to reach that level of prices at which it is willing to provide services hereunder.
With respect to any other prohibition, restriction, or change that causes this Agreement to be impermissible or
materially different in its effect than contemplated here in, the parties hereto will, in good faith, negotiate and
amend this Agreement to cause their relationship to be as consistent as possible with that which is created
herein; if this Agreement is not so amended in writing prior to the effective date of said prohibition, restriction,
or change, either party may terminate this Agreement upon written notice to the other party.
(j) Corporate Authority. Client represents and warrants that Client has the requisite
corporate power and authority to enter into this Agreement, to engage Concentra to perform the Services set
forth herein, and to perform its obligations hereunder. The execution, delivery and performance by Client of
this Agreement and the engagement of Concentra to perform the Services set forth he rein have been duly
authorized by all requisite corporate action on the part of Client.
(k) Publicity. Each party shall submit to the other in advance any advertising, written sales
promotions, press releases and other publicity matters relating to this Agreement or in which the other party’s name
is mentioned and shall not publish or use such advertising, sales promotion, press releases, or publicity matters
without prior written approval of the other party. However, either party may, without prior written approval of the
other party, include the other party’s name and a factual description of the work performed under this Agreement in
its lists of references and in the experience section of proposals to third parties, in internal business planning
documents, in its annual report to shareholders, and whenever required for legal, accounting or regulatory purposes.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
OCCUPATIONAL HEALTH CENTERS OF CALIFORNIA,
A MEDICAL CORPORATION, DBA CONCENTRA
MEDICAL CENTERS
By:
Name: Kathy T. Le, MD, MPH
Title: President, Treasurer & Corporate Secretary
Date:
CITY OF MENIFEE
By:
Name:
Title:
Date:
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10/17/2023
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Acting City Manager
Approved as Form:
Sarah Manwaring, City Clerk
Attest:
Jeffrey Melching, City Attorney
Rebekah Kramer
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October 30, 2023
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EXHIBIT A
SERVICE FEES
Services Fees per Service for
7/1/23 to 6/30/24
Fees per Service for
7/1/24 to 6/30/25
ADApt-Office Ergonomic Program $454.00 $ 481.50
ADApt-Office Ergonomic Program - Addl
Hour Onsite
$171.00 $ 181.50
Audiogram $56.00 $ 59.50
Complete Blood Count (CBC) w/Diff 6399 $90.00 $ 95.50
Comprehensive Metabolic Panel (CMP)
10231
$109.00 $ 116.00
DOT Physical $118.00 $ 125.50
EKG Resting $100.00 $ 106.00
Hepatitis B Surface Antibody Quant 8475 $98.00 $ 104.00
Hepatitis C Antibody 8472 w reflex RNA $99.00 $ 105.00
HPE Company Defined-Level 1 $89.00 $ 94.50
HPE Company Defined-Level 2 $114.00 $ 121.00
HPE Concentra-Level 1 $94.00 $ 100.00
MMR Titer 5259 $149.00 $ 158.00
Physical Customer Defined Level 2 $98.00 $ 104.00
Physical Exam Concentra Standard $98.00 $ 104.00
Pulmonary Function Test $80.00 $ 85.00
Rapid eCup+/5A Panel - 1200 $62.00 $ 66.00
Rapid mCup/10 Panel UDS $78.00 $ 83.00
Regulated UDS Collect (Concentra Medical
Compliance Admin (CMCA) NH)
$11.00 $ 12.00
Stress Test - Treadmill* $414.00 $ 439.00
TB Skin Test $35.00 $ 37.50
Urinalysis Complete 5463SB $73.00 $ 77.50
Vision Acuity Complete (Titmus) $65.00 $ 69.00
Vision Acuity Jaeger Near $53.00 $ 56.50
X-Ray Chest-1 View $116.00 $ 123.00
X-Ray Chest-2 View $107.00 $ 113.50
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