HomeMy WebLinkAbout2017-03-28 Agenda with BackupCit of Denton City Hall
Y 215 E. McKinney St.
Denton, Texas 76201
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Meeting Agenda
City Council
Tuesday, March 28, 2017 2:00 PM Work Session Room
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene
in a Work Session on Tuesday, March 28, 2017 at 2:00 p.m. in the Council Work Session Room at City
Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered:
1. Work Session Reports
A. ID 17-316 Receive a report, hold a discussion, and give staff direction regarding a Fourth
Amendment to an Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. for the Rayzor Ranch development.
Attachments: Exhibit 1- RED letter requesting 4th amendment
Exhibit 2- GTM letter opposed to 4th amendment
Exhibit 3- Movie Tavern letter 0000sed to 4th amendment
Exhibit 4- Draft 4th amendment
Exhibit 5- Draft Certificate of Compliance 4th amendment
Exhibit 6- RRTC Work Session
B. ID 17-387 Receive a report, hold a discussion, and give staff direction regarding proposals
received for City of Denton Employee Health Clinic and Operation Management
Services.
Attachments: Exhibit 1 - Presentation - RFP #6198
Exhibit 2 - Clinic Provider Biographies
C. ID 17-393 Review, discuss, and provide direction regarding the duties and plans of the City
Auditor.
Attachments: Exhibit 1 Duties and Plans of the City Auditor
Exhibit 2 Audit Example
Exhibit 3 Review Report Example
Exhibit 4 Prospective Analysis Example
Exhibit 5 Agreed -Upon Procedures Example
Exhibit 6 FY17 Audit Plan
NOTE: The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open
Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as
otherwise allowed by law.
Following the completion of the Work Session, the City Council will convene in a Special Called
Meeting at which the following items will be considered:
1. ITEMS FOR INDIVIDUAL CONSIDERATION
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City Council Meeting Agenda March 28, 2017
A. ID 17-196 Consider adoption of an ordinance accepting competitive proposals and awarding a
contract for the City of Denton Employee Health Clinic and Operation Management
Services; and providing an effective date (RFP 6198 -awarded to CareHere, LLC in
the amount of $20.00 per employee per month (PEPM) for an estimated annual cost
of $386,325 for management costs and $566,000 for salaries and supplies with a
five (5) year total not -to -exceed $5,010,300).
Attachments: Exhibit 1 -Evaluation and Ranking Sheet
Exhibit 2 -Ordinance
Exhibit 3 -Contract
Exhibit 4 -Staff Presentation
B. ID 17-347 Consider adoption of an ordinance approving amendments to the term of the
agreement, adding baseline metrics, adding a general termination clause, and adding
an appropriations clause to the Management Agreement between the City of Denton
and the Dallas Entrepreneur Center.
Attachments: Exhibit 1 DEC ordinance & amended agreement
Exhibit 2 Presentation
C. ID 17-367 Consider adoption of an ordinance approving a City sponsorship in an amount not
to exceed $154,000 of in-kind services and resources for the Denton Arts and Jazz
Festival to be held in Quakertown Park on Friday through Sunday, April 28-30,
2017; and providing an effective date.
Attachments: Exhibit 1 Letter of Request
Exhibit 2 Proposed Sponsorship
Exhibit 3 Actual Costs
Exhibit 4 Runninig Total of In-kind Services
Exhibit 5 Arts Jazz Fest Ordinance
2. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City
Council or the public with specific factual information or recitation of policy, or accept a proposal
to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the
Texas Open Meetings Act, provide reports about items of community interest regarding which no
action will be taken, to include: expressions of thanks, congratulations, or condolence; information
regarding holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or sponsored by the
governing body; information regarding a social, ceremonial, or community event organized or
sponsored by an entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the municipality; or an
announcement involving an imminent threat to the public health and safety of people in the
municipality that has arisen after the posting of the agenda.
CERTIFICATE
I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of
Denton, Texas, on the day of , 2017 at o'clock (a.m.) (p.m.)
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City Council Meeting Agenda March 28, 2017
CITY SECRETARY
NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL
PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED
AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE
CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR
THE DEAF (TDD) BY CALLING 1 -800 -RELAY -TX SO THAT A SIGN LANGUAGE
INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE.
City ofDenton Page 3 Printed on 3/24/2017
City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
File #: ID 17-316, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Economic Development
DCM: Bryan Langley
Date: March 28, 2017
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding a Fourth Amendment to an Economic
Development Program Grant Agreement with Allegiance Hillview, L.P. for the Rayzor Ranch development.
BACKGROUND
RED Development has requested a Fourth Amendment to its Economic Development Program Grant
Agreement to extend its deadline to meet 300,000 square feet of retail and commercial space in the Rayzor
Ranch Town Center from January 1, 2018, to April 1, 2018.
Additionally, if at least 270,000 square feet have received a certificate of occupancy or have a foundation
certified by the City of Denton by April 1, the date may be extended to July 1, 2018, upon completion of a
certificate of compliance with supporting documentation by RED Development and verification of compliance
by the City Manager of his designee.
The request is for a total extension of 6 months, and the deadline may not extend beyond July 1, 2018.
According to the request letter from DB Denton II (RED Development), the extension will allow time to finish
the City's design, permitting, and platting process for the projects currently in progress. The letter estimates the
construction duration to be between 11-12 months, barring unforeseen circumstances.
As of March 20, 227,582 square feet of retail and commercial space has either been issued a certificate of
occupancy or is under construction, which represents 75% of the 300,000 square foot threshold. More than
81,000 additional square feet were approved by the Planning and Zoning Commission in January 2017,
including:
• Alamo Draft House - 44,052 square feet; second revisions to the plans were submitted to Development
Services on March 9
• Rooms to Go - 39,120 square feet; fourth revisions to the plans were submitted on March 3
The proposed Fourth Amendment also memorializes the assignment by Allegiance GL, LLC of Phase I rights,
title, interest and obligations to Rayzor Ranch 380 Associates, through its sole member FidCal, LLC.
Given that RED Development has completed 75% of the square footage threshold and has enough square
footage in the City's development process to exceed 300,000 square feet, staff thinks this request is reasonable
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File #: ID 17-316, Version: 1
and the proposed new deadlines are achievable. DB Denton II (RED Development) states in the amendment
request letter that they do not expect to request any further amendments related to deadlines or the amount of
completed improvements.
GTM Development, owners of Golden Triangle Mall, and Movie Tavern have submitted letters in opposition to
the approval of RED Development's request for a Fourth Amendment
RECOMMENDAT EON
Staff recommends approval of the Fourth Amendment to the Economic Development Program Grant
Agreement with the stipulation that no further amendment requests related to deadline or threshold changes be
considered for this project.
ERDR [ACT DNRECEEC X=C=IB EEJrdEX= C ===
March 8, 2017 - The Economic Development Partnership Board recommends to Council approval of the fourth
amendment to an Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (7-0).
November 2015 - The Third Amendment (2015-331) facilitated the development by O'Reilly Hotel Partners of
a hotel and convention center in Rayzor Ranch Town Center by compensating the grantee for the estimated
revenue loss for the property that is no longer available as retail acreage.
May 2014 - The Second Amendment (2014-143) increased eligible improvements to cover additional Texas
Department of Transportation (TxDOT) access improvements and carrying costs.
September 2010 - The first Amendment (2010-210) assigned a portion of the incentive grant payments to RED
Rayzor Ranch, LLC (RED Development).
June 2010 - Council approved an Economic Development Program Grant Agreement with Allegiance Hillview
(2010-142), which replaced the original Agreement.
March 2009 - The First Amendment (2009-064) to the original agreement separated the development into two
phases.
May 2007 - Council approved a Chapter 380 Economic Development Program Grant Agreement with
Allegiance Hillview, LP (2007-113).
C 6CA C [IN CORMAT EON
The current Agreement with Allegiance Hillview, L.P. (RED Development) has the following terms:
• 50% rebate on sales tax revenue for 20 years for Rayzor Ranch Marketplace (north side of
University Drive); this incentive triggered in 2012; as of March 20, 2017, approximately $4.7
million has been rebated under the agreement
• 65% rebate on sales tax revenue until $5 million is reached, then a 50% rebate on sales tax
revenue for 25 years for Rayzor Ranch Town Center (south side of University Drive)
• The incentives are capped at $68 million total reimbursement to Allegiance Hillview, L.P. (RED
Development) for public infrastructure costs.
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File #: ID 17-316, Version: 1
STRATEG EC SCAN [RE CAT EONS C
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention
ECCEBCTS
Exhibit 1 - RED Development Amendment Request Letter
Exhibit 2 - GTM Development Opposition Letter
Exhibit 3 - Movie Tavern Opposition Letter
Exhibit 4 - Draft Fourth Amendment
Exhibit 5 - Draft Certificate of Compliance
Exhibit 6 - Presentation
Respectfully submitted:
Caroline Booth
Director of Economic Development
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March 13, 2017
RE: Rayzor Ranch Town Center (RRTC)
4th Amendment
DB Denton II is requesting an amendment to Rayzor Ranch Chapter 380 Grant in order to complete
the required Initial Retail Improvements and required Infrastructure Improvements which support
the retail improvements by extending the date from January 1, 2018 to April 1, 2018. In addition,
provided that construction has progressed including at least 270,000 SF of retail and commercial
buildings which have either obtained certificates of occupancy or completed foundations during
construction, the date will be extended from April 1, 2018 to July 1st, 2018 upon completion of a
certificate of compliance by DB Denton II and documentation and review and approval of the City
Manager or designee.
To date, RRTC has approximately 225,000 SF with certificates of occupancies or under construction
with foundations completed. At this time, there are several building plan sets in process with the
City for additional retail improvements and supporting infrastructure exceeding 75,000 SF of gross
building area.
This requested time extension will allow DB Denton to finish the City design, permitting and platting
process for these additional retail improvements currently in progress. The construction duration is
approximately 11-12 months not counting unforeseen circumstances, weather and other schedule
impacts.
We are confident with this additional time that RRTC will continue to make great progress and
achieve the minimum required gross building area by the extended dates requested. There are no
other amendments expected or requested related to the dates or amount of improvements required
to be complete to qualify under the 380 Grant.
Thank you for your consideration and continued support. We are very excited about the continued
progress at RRTC.
Sincerely,
DB ENTON II LLC
�0. (-
Michael Ebert
March 7, 2017
Honorable Mayor Chris Watts and Denton City Council Members: Dalton Gregory, Joey Hawki
Kathleen Wazny, Keely Briggs, Kevin Roden, & Sara Bagheri I
of required improvements. Our position is, and has always been, that we support economic incentives,
but recipients should be required to live up to their part of the agreement. We strongly feel that the
existing 3d Amendment that expires on January 1, 2018, if not fulfilled, should be the last amendment for
Rayzor Ranch.
11W 1604-111 1
ltn numerous occasions, we were assured by the Mayor, City Manager and Economic Development
Directors that the City of Denton would treat Golden Triangle Mall and the Rayzor Ranch development
equally. Passage of the proposed 4 �h Amendment would violate those assurances.
Providing Rayzor Ranch any additional time does nothing more than assist them in one of their original
and very critical goals - moving the existing Di|kard's operation amnzas town. This has been a 10'yeor
struggle, and it is now time to let the open market decide where Dillard's operates in the future. Economic
Development incentives should be used to bring NEW merchants to the Denton market, not move them to
a different location in the same market, which does not increase overall sales tax revenue.
Despite the constant threat that 0U|ard's would be leaving the noz|' we have succeeded in attracting 16
new merchants to the Denton market, and having 15 merchants renovate and even expand their existing
stores. Golden Triangle Mall has lived up to our agreements and fulfilled our obligations by investing tens
of millions of dollars into our asset. When our extension was demied, we accepted your decision and
relied on your promises that vve would be treated equally with other developments. We are respectfully
requesting that any extension request for Rayzor Ranch be denied to be consistent with the treatment of
Golden Triangle K8a|i VVeappreciate your consideration, and please feel free b»contact us with any
questions.
/Herb Weitzman ar �e (rin�(
CC: Denton Economic Development Board
weitzmanT" The IVIGHerringG[0UD
3102 Maple Avenue \ Suite 3581Dallas, TX 75201
Weitzman is the trade name mWeitzman Management Corporation, a regional realty corporation.
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;4k m, Nrs3
12400 Coit Road, Suite 875
Dallas, TX 75251
March 13, 2017
Re: Proposed Amendment to the Rayzor Ranch 380 Agreement
Mayor Chris Watt and Denton City Council Members: Keely Briggs, Sarah Bagheri, Kevin Rhoden, Kathleen Wazny,
Joey Hawkins and Dalton Gregory
Denton City Council:
After recently re -opening our newly renovated and expanded Luxury Movie Tavern on University Drive we became
aware of the proposed Alamo Drafthouse at Rayzor Ranch. This comes as a great disappointment given that we
just invested over $9,000,000 to remodel our property to ensure that we provided the citizens of Denton with a
first class, luxury seating, state of the art dine -in theater experience. Alamo Drafthouse is the third theater to
announce at the site over the past 5 or so years. Most recently Cinemark had a deal at Rayzor Ranch and backed
out upon the announcement of our expansion project. The two sites are only 1.5 miles apart and with our
additional seats and auditoriums the market is more than adequately served. The industry rule of thumb for
theater screens to population is 1 screen per 10,000 residents. Between the Cinemark 14, located just 6 miles
away on Wind River Ln, and our newly expanded theater with 9 screens, we collectively provide the market with
sufficient viewing alternatives and choices given an overall population base of approximately 230,000.
We are also aware that there is a proposed 4t" Amendment to the Rayzor Ranch 380 Agreement that will extend
the timeframe for development of the site. Without an extension of time and the incentives from the city the
theater project at Rayzor Ranch is very likely not feasible for the developer. We hope the 4t" Amendment will be
denied by the council as the project provides no appreciable benefits to the community. Economic incentives of
this type are generally granted for development that brings new retailers, service providers, businesses and
amenities that aren't currently available to the tax payers of Denton. The city of Denton already has our brand
new Movie Tavern just 1.5 miles away from the proposed Alamo and the existing 14 screen Cinemark 6 miles to
the South. If the developer or Rayzor Ranch and Alamo Drafthouse wish to build a theater and risk having it go out
of business then they should do so with their own funds; not with an incentive package from the city that would be
better utilized elsewhere. Adding this theater will not meaningfully increase sales tax revenue for the city as our
theatre and the proposed Alamo will simply split attendance and market share.
We strongly encourage the council to reject the extension of time in the 4t" Amendment. We thank you for your
consideration. Please contact me at 214-751-8197 with any questions you may have.
Respectfully,
Y6��
Kade L. Pittman
Director of Real Estate
DRAFT March 20, 2017
FOURTH AMENDED ECONOMIC DEVELOPMENT PROGRAM
GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.
This Fourth Amended Economic Development Program Grant Agreement (this
"Fourth Amended Agreement") is made and entered into by and between Allegiance
Hillview, L.P., a New York Limited Partnership ("Allegiance"), by and through its assignees,
Allegiance GL LLC, a Delaware Limited Liability Company ("Allegiance GL"), and Rayzor
Ranch 380 Associates, LLC, a Texas Limited Liability Company ("Rayzor"), along with DB
Denton II LLC, a Delaware Limited Liability Company ("DB"), and the City of Denton, Texas,
a Texas home -rule municipal corporation (the "City"), for the purposes and considerations
stated below. The foregoing parties are sometimes individually referred to as a "Party" and
collectively as the "Parties".
WHEREAS, on or about June 15, 2010, the City and Allegiance entered into that
certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. for
the development of `Rayzor Ranch" generally located East of IH35W and West of N Bonnie
Brae St and on the North and South sides of W University Drive between W Windsor Drive
and Scripture Street (the "Development"), which agreement was approved under Ordinance
No. 2010-142 and is attached as Exhibit 1 hereto and incorporated by reference herein (the
"Original Agreement"); and
WHEREAS, Allegiance entered into that certain Assignment and Assumption
Agreement dated as of July 30, 2010, with DB assigning to DB all of the right, title, interest,
and obligations of Allegiance regarding Phase II of the Original Agreement, as amended (the
"First Assignment"); and
WHEREAS, on or about September 14, 2010, Allegiance, DB, and the City entered into
that certain First Amendment to Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. to memorialize the First Assignment and release Allegiance from
obligations regarding Phase II, which first amendment was approved under Ordinance No.
2010-210, and is attached as Exhibit 2 hereto and incorporated by reference herein (the
"First Amended Agreement"); and
WHEREAS, on or about May 13, 2014, Allegiance, DB and the City entered into that
certain Second Amendment to Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. to amend the Original Agreement and First Amended Agreement,
which second amendment was approved under Ordinance No. 2014-143 and is attached as
Exhibit 3 hereto and incorporated by reference herein (the "Second Amended Agreement");
and
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WHEREAS, Allegiance, through its general partner TH GP LLC d/b/a TH Denton GP
LLC, entered into that certain Assignment and Assumption Agreement as of April 1, 2015,
with Allegiance GL assigning to Allegiance GL all of the rights, title, interest, and obligations
of Allegiance regarding Phase I of the Original Agreement, as amended (the "Second
Assignment"); and
WHEREAS, on November 10, 2015, Allegiance, DB, and the City entered into that
certain Third Amendment to Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. in order to memorialize the Second Assignment and facilitate the
development of a Hotel and Convention Center in Phase II of the Development, which third
amendment was approved under Ordinance No. 2015-331 and is attached as Exhibit 4
hereto and incorporated by reference herein (the "Third Amended Agreement"); and
WHEREAS, Allegiance GL entered into that certain Assignment and Assumption
Agreement on or about November 1, 2016, with Rayzor through its sole member FidCal, LLC,
a Delaware Limited Liability Company, assigning to Rayzor all of the rights, title, interest, and
obligations of Allegiance GL regarding Phase I of the Original Agreement, as amended (the
"Third Assignment"); and
WHEREAS, the Parties now desire to memorialize the Third Assignment, revise the
"Initial Retail Improvements in Phase II" definition of the Third Amended Agreement, extend
the substantial completion deadline for the same, and other changes as identified herein.
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
1. Incorporation of Preamble. All matters and recitations stated in the preamble
to this Fourth Amended Agreement are true and correct and are hereby incorporated by
reference into the provisions of this Fourth Amended Agreement for all purposes.
2. Conflicts. The terms set forth in the Original Agreement, First Amended
Agreement, Second Amended Agreement, Third Amended Agreement, (Exhibits 1-4), and
this Fourth Amended Agreement are continuing in force and effect to the extent that they do
not conflict. In the event of a conflict, the document executed later in time controls. All
references in the Original Agreement, First Amended Agreement, Second Amended
Agreement, and Third Amended Agreement to a deadline for the construction of the Initial
Retail Improvements in Phase II or the Required Infrastructure for the Initial Retail
Improvements in Phase II shall be amended to reflect a deadline of April 1, 2018 (subject to
extension to July 1, 2018, as provided by this Fourth Amended Agreement).
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3. Section 1.b. of the Third Amended Agreement (Section 2 of the Original
Agreement which was changed from "Retail Improvements in Phase II" to "Initial Retail
Improvements in Phase II" and "Additional Retail Improvements in Phase II" definitions in
the Second Amended Agreement) shall be amended to read as follows:
"b. 'Initial Retail Improvements in Phase II means a minimum of 300,000 gross
square feet (as measured to the exterior building wall) of retail or commercial
shopping center buildings located in Phase II comprised of any combination of the
following: (i) the Town Center (as described by the zoning applicable to the
Property); (ii) the ground floor of the hotel and the convention center space that is
part of or planned to be part of the Hotel and Convention Center Project whether or
not the Hotel and Convention Center Project has a certificate of occupancy by April 1,
2018 (subject to extension to July 1. 2018, as provided by this Fourth Amended
Agreement); ; and (iii) other retail or commercial shopping center buildings located
in Phase II.
At the time of this Fourth Amended Agreement, the City has determined that
approximately 227,582 gross square feet (approximately 75% of Initial Retail
Improvements in Phase II) of retail or commercial shopping center buildings located
in Phase II have received a Certificate of Occupancy or are under construction
(applied for and received a permit and began work). If the gross square footage of
the Initial Retail Improvements in Phase II does not meet the minimum 300,000 gross
square feet by April 1, 2018, DB shall deliver to the City a Certificate of Compliance
(including documentation) that establishes the amount of gross square footage which
has received a Certificate of Occupancy or has a completed foundation approved by
the Building Official as of April 1, 2018. The City Manager or his designee, shall have
the authority to administratively approve an extension of this deadline to July 1, 2018,
for all purposes of this Fourth Amended Agreement, provided that at least 270,000
gross square feet (approximately 90% of the Initial Retail Improvements in Phase II)
of retail or commercial shopping center buildings located in Phase II have received a
Certificate of Occupancy or have completed foundations approved by the Building
Official by April 1, 2018.
4. Section 2.a. of the Third Amended Agreement (Section 3.2 of the Original
Agreement) shall be amended as follows:
3.2 "Program Grant for Phase II. This Agreement shall be effective as of the date
executed by both parties. At any time following execution of this Agreement, and
following Substantial Completion of the Required Infrastructure for Initial Retail
Improvements in Phase II (but not later than April 1. 2018, or as otherwise extended
to July 1. 2018, as provided in this Fourth Amended Agreement), DB may designate
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DRAFT March 20, 2017
the first day of any month to be the Program Effective Date for Phase II by providing
written notice to the City at least 60 days prior to the designated Program Effective
Date for Phase II. The City will begin making Program Grant for Phase II monthly
installment payments on the designated Program Effective Date for Phase II and shall
continue to make such monthly installment payments for 300 consecutive months
as provided by this Agreement. This Agreement will terminate with respect to the
Program Grant for Phase II upon the earlier to occur of (i) the date DB has been paid
for the full amount of the Eligible Phase II Costs, or (ii) 300 months after the Program
Effective Date for Phase II regardless of whether DB has been paid the full amount of
the Eligible Phase II Costs.
Additional Program Grant for Hotel and Convention Center Project, as depicted in
Exhibit A. The City will begin making Additional Program Grant for the Hotel and
Convention Center Project monthly installment payments commencing the first
month following receipt of the certificate of occupancy of the Hotel and Convention
Center Project and the following commencement of Phase II Grant Payments, and paid
monthly until DB has received $5,000,000 as consideration for lost revenue in Phase
II as a result of the Hotel and Convention Center Project."
S. Section 4.21 of the Original Agreement shall be amended in its entirety to read as
follows:
4.1. Program Grant for Phase L For each month during the term of the Program Grant
for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a
Program Grant for Phase I installment payment to Rayzor Gtuatee on or before thirty days
following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating
Total Taxable Sales from the businesses located in Phase L The Program Grant for Phase I
installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance
of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition
precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for
Phase I installment payments may be withheld at any time if there are delinquent property taxes
on any property owned by Rayzor-Gfan-tee and located in the City, and such installment payments
will not be resumed until such delinquency is cured. Notwithstanding anything contained herein
to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred
on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for
Phase I installment payments and terminate this Agreement as to the Program Grant for Phase I,
and RayzorC*aR-tee will refund to the City all Program Grant for Phase I installment payments
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previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to
the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I
has not occurred on or before January 1, 2013.
6. Section 5.b. of the Second Amended Agreement (Section 4.2 of the Original
Agreement) shall be amended in its entirety to read as follows:
"b. Section 4.2 of the Original Agreement is revised in its entirety to read as
follows: Program Grant for Phase II. For each month during the term of the Program
Grant for Phase II, the City agrees, subject to the conditions contained in this
Agreement, to make a Program Grant for Phase II installment payment to DB on or
before thirty days following the City's receipt from the State Comptroller of the
Monthly Sales Tax Report indicating Total Taxable Sales from the preceding month
that are allocable to Phase II. The Program Grant for Phase II installment payments
shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first
certificate of occupancy by the City to any tenant within Phase II shall be a condition
precedent to the initiation of Program Grant for Phase II installment payments.
Program Grant for Phase II installment payments may be temporarily withheld at any
time if there are delinquent property taxes or assessments on any property owned by
DB and located in the City, and such installment payments will not be resumed until
such delinquency is cured, at which time withheld payments shall be paid to DB. The
300 month term for payment of Program Grant for Phase II shall not be suspended or
extended if installment payments are withheld pursuant to the prior sentence.
Notwithstanding anything contained herein to the contrary, the Program Grant for
Phase II installment payments will cease, this Agreement will automatically terminate
as to the Program Grant for Phase II, and DB will refund to the City all Program Grant
for Phase II installment payments previously made if Substantial Completion of the
Initial Retail Improvements in Phase II has not occurred on or before April 1. 2018
(subject to extension to July 1, 2018 as provided by this Fourth Amended Agreement.
In addition, the City, in its sole discretion, may terminate this Agreement as to the
Program Grant for Phase II if Substantial Completion of the Required Infrastructure
for Phase II for the Initial Retail Improvements in Phase II has not occurred on or
before April 1. 2018 (subject to extension to July 1. 2018 as provided by this Fourth
Amended Agreement)."
7. Section 2.b of the Third Amended Agreement (Section 5.2 of the Original
Agreement) is revised in its entirety to read as follows:
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5.2. "Program Grant for Phase II. Program Grant for Phase II monthly installment
payments during the term of the Program Grant for Phase II shall be calculated as
50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales
allocable to Phase II during the preceding month as established by the most recent
State Comptroller's Monthly Sales Tax Report. The City's obligation to make such
payments is contingent upon the City's receipt of the sales taxes from the Texas State
Comptroller and the Monthly Sales Tax Report; provided, however, if the State
Comptroller ceases to issue Monthly Sales Tax Reports, the City and the Parties shall
cooperate to arrive at a reasonably equivalent and mutually agreeable alternative
method of computing the Program Grant for Phase II monthly installment payments.
Payments of the Program Grant for Phase II monthly installment payments will be
used to repay DB for Eligible Phase II Costs not otherwise paid with Program Grant
for Phase I payments up to a maximum of $21,000,000.00 upon Substantial
Completion of the Initial Retail Improvements in Phase II and up to an additional
$27,000,000.00 upon Substantial Completion of the Additional Retail Improvements
in Phase II.
Additional Program Grant for Hotel and Convention Center Project. Program Grant for
Hotel and Convention Center Project shall be calculated as 15% of the 1.5% sales tax
collected by the City with respect to the Total Taxable Sales allocable to Phase I and
Phase II during the preceding month as established by the most recent State
Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments
is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller
and the Monthly Sales Tax Report; provided, however if the State Comptroller ceases
to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a
reasonably equivalent and mutually agreeable alternative method of computing the
Program Grant for the Hotel and Convention Center Project monthly installment
payments. Notwithstanding any provision of the Second Assignment or Third
Assignment to the contrary, all payments of the Program Grant for the Hotel and
Convention Center Project shall be made monthly to DB until DB has received
$5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and
Convention Center Project."
B. Section 6 of the Second Amended Agreement (Section 8 of the Original
Agreement) is amended in its entirety to read as follows:
"6. Default. Section 8 of the Original Agreement is revised in its entirety to read
as follows: 'Default. If a Party fails to perform any of its obligations under this
Agreement and such failure is not cured within 30 days after written notice, the
failure of the non-performing Party to cure within such 30 day period (or to
Page 6 of 16
1915.010\62470.2
DRAFT March 20, 2017
commence to cure if the nature of the failure cannot reasonably be cured within 30
days) shall constitute a default under this Agreement and shall entitle the non -
defaulting party to all remedies available at law or in equity (including injunctive
relief, specific performance, and suspending or withholding Program Grant for Phase
I or Program Grant for Phase II payments); PROVIDED, HOWEVER,
NOTWITHSTANDING THE FOREGOING: (i) MONETARY DAMAGES SHALL BE
LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE
OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE I ; (iii) THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE II UNLESS: (1) SUBSTANTIAL COMPLETION OF THE
INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE
APRIL 1, 2018, (SUBJECT TO EXTENSION TO JULY 1, 2018, AS PROVIDED BY THIS
FOURTH AMENDED AGREEMENT);, OR (2) SUBSTANTIAL COMPLETION OF THE
REQUIRED INFRASTRUCTURE FOR THE INITIAL RETAIL IMPROVEMENTS IN
PHASE II DOES NOT OCCUR ON OR BEFORE APRIL 1, 2018, (SUBJECT TO
EXTENSION TO JULY 1, 2018, AS PROVIDED BY THIS FOURTH AMENDED
AGREEMENT); ; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR
SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO
PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE
I EXCEPT FOR DEFAULTS RELATED TO PHASE I, AND THE CITY MAY NOT
TERINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY
WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE
RELATED TO PHASE II EXCPET FOR DEFAULTS RELATED TO PHASE II."
9. Section 9 of the Second Amended Agreement is amended in its entirety to read
as follows: "Public Improvement District Financing of Eligible Improvements. If the City
levies public improvement district assessments to pay any portion of DB's costs of the
Eligible Improvements shown on Exhibit A of the Second Amended Agreement, the amount
levied and collected from DB shall be reimbursable costs under this Fourth Amended
Agreement so long as the total of such assessments and other Eligible Phase II costs do not
exceed the maximum amount of $68,000,000.00 as reflected in Exhibit A of the Second
Amended Agreement."
10. Binding Effect. This Fourth Amended Agreement will be binding upon and will
inure to the benefit of the Parties and their respective successors and permitted assigns. This
Fourth Amended Agreement shall not inure to the benefit or give rights or obligations to
third party beneficiaries.
11. Counterparts. This Fourth Amended Agreement may be executed in one or
more counterpart copies, all of which will constitute and be deemed an original, but all of
Page 7 of 16
1915.010\62470.2
DRAFT March 20, 2017
which together will constitute one and the same instrument binding on the Parties. Delivery
by facsimile or electronic mail of this Fourth Amended Agreement or an executed
counterpart hereof will be deemed a good and valid execution and delivery thereof.
12. Authority. Each Party represents that the below individuals have the full
authority and capacity to execute this Fourth Amended Agreement on behalf of its respective
Party.
EXECUTED and effective as of the day of . 2017
Page 8 of 16
1915.010\62470.2
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:•
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
wx
DRAFT March 20, 2017
CITY
CITY OF DENTON, DENTON, TEXAS
A TEXAS MUNICIPAL CORPORATION
TODD HILEMAN, CITY MANAGER
Page 9 of 16
1915.010\62470.2
DRAFT March 20, 2017
ALLEGIANCE GL LLC,
a Delaware Limited Liability Company
(as Assignee from Allegiance Hillview, L.P.)
am
Andrew Osborne, Authorized Signatory
Page 10 of 16
1915.010\62470.2
DRAFT March 20, 2017
DB DENTON II LLC,
a Delaware Limited Liability Company
By: DB Denton Holdings LLC,
A Delaware Limited Liability Company
Its: Sole Member
By: RED Rayzor Ranch, LLC,
A Delaware Limited Liability
Company
Its: Managing Member
an
Page 11 of 16
Michael Ebert
Its: Vice President and Principal
1915.010\62470.2
DRAFT March 20, 2017
RAYZOR RANCH 380 ASSOCIATES, LLC,
a Texas Limited Liability Company
(as Assignee from Allegiance GL LLC)
By: FidCal, LLC,
A Delaware Limited Liability Company
Its Sole Member
By: FRP FidCal, LLC
A Texas Limited Liability Company
it's Manager
Page 12 of 16
Richard Coe
it's: Executive Vice President
1915.010\62470.2
DRAFT March 20, 2017
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of , 2017 by Todd
Hileman, City Manager, City of Denton, Texas, on behalf of said city.
Notary Public, in and for the State of Texas
My Commission expires:
Page 13 of 16
1915.010\62470.2
DRAFT March 20, 2017
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the — day of , 2017 by
, of Allegiance GL LLC, its on behalf of said entity.
Notary Public, in and for the State of Texas
My Commission expires:
Page 14 of 16
1915.010\62470.2
DRAFT March 20, 2017
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the — day of , 2017 by
, of DB Denton 11 LLC, its on behalf of said entity.
Notary Public, in and for the State of Texas
My Commission expires:
Page 15 of 16
1915.010\62470.2
DRAFT March 20, 2017
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the s_ day of , 2017 by
of Rayzor Ranch 380 Associates, LLC, it's on behalf of said
entity.
Notary Public, in and for the State of Texas
My Commission expires:
Page 16 of 16
1915.010\62470.2
\\codad\departments\economic development\incentives\incentive agreements\rayzor ranch\chapter 380 agreement\2016 4th amd and assignment n
sideAmarch 28 and april 4 2017 materials\draft certificate of compliance.docx
CITY OF DENTON
CERTIFICATE OF COMPLIANCE
Company: DB Denton II, LLC (DB) Date:
L Terms of Program Grant for Phase II
1.1 Section 3.1b of the Chapter 380 Agreement requires a minimum of 300,000 gross square
feet (as measured to the exterior building wall) of retail or commercial shopping center
buildings located in Phase II have a Certificate of Occupancy (CO) or a completed
foundation approved by the Building Official by April 1, 2018.
a. Did grantee complete 300,000 gross square feet (as measured to the exterior building
wall) of retail or commercial shopping center buildings located in Phase II that have a
CO or a completed foundation approved by the Building Official by April 1, 2018. (If
no, please complete 1.2).
❑ YES ❑ NO
1.2 DB states that at least 270,000 gross square feet (approximately 90% of the Initial Retail
Improvements in Phase II) of retail or commercial shopping center buildings located in
Phase II have received a CO or have completed foundations approved by the Building
Official of the City on or before April 1, 2018.
a. A total of gross square feet have received a CO in Phase IL (Please attach
any documentation)
b. A total of gross square feet have a completed foundation approved by
the City Building Official. (Please attach any documentation)
IL Additional Covenants
2.1 Did grantee timely submit this Certificate of Compliance as required under Section 3. lb.
of the Chapter 380 Agreement?
❑ YES ❑ NO
2.2 Did grantee comply with the other provisions of the Agreement?
❑ YES ❑ NO
I, the authorized representative for DB hereby certify that the above information is correct and
accurate pursuant to the terms of the Agreement. I further certify that grantee has fully complied
with the Chapter 380 Agreement including compliance with the City of Denton Code of Ordinances,
Texas Department of Public Safety Regulations, and other applicable federal, state, or local law.
\\codad\departments\economic development\incentives\incentive agreements\rayzor ranch\chapter 380 agreement\2016 4th amd and assignment n
sideAmarch 28 and april 4 2017 materials\draft certificate of compliance.docx
DB Denton II, LLC
Signature:
Printed Name:
Title:
Date:
Certificate of Compliance Page 2 of 2
City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
Legislation Text
File #: ID 17-387, Version: 1
Agenda Information Sheet
DEPARTMENT: Human Resources
CM/ ACM: Bryan Langley
Date: March 28, 2017
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding proposals received for City of Denton
Employee Health Clinic and Operation Management Services.
BACKGROUND
This item was originally presented to Council as an Item for Individual Consideration during the February 21,
2017, meeting. At that time the item was tabled for more information to be presented during the Work Session
on March 28, 2017. Following this presentation, there is an action item on this RFP during the Items for
Individual Consideration, 4ID17-196.
Self -Funded Health Plan
The City of Denton moved to a self-funded health plan beginning on January 1, 2008. This change in health
plan funding methodology was implemented after extensive discussion with all stakeholders, and with the
approval of the City Council. Self -funding allows the City to retain the savings, and build up reserves within
the Health Insurance Fund, when we experience good claim years. These reserves, coupled with our Stop Loss
insurance (which protects the City against catastrophic health claims), allows the City to be able to weather
those years were we experience bad claims, without having to make drastic changes to the health plan.
Our benefits consultant estimates, that since 2008, the City has saved over $13,000,000 when comparing our
total self-funded health plan costs against our estimated equivalent fully -insured health plan premiums. This
has allowed the City to build up $4,970,191 in reserves as of December 31, 2016.
Employee Health Center
In December of 2011, the City opened the Employee Health Center (Clinic). Although not directly tied to being
self-funded, the Clinic is an important tool in the City's overall goal of improving the health and wellness of the
employees, retirees, and dependents covered under the health plan. However, since we are self-funded, we
benefit directly from the activities of the Clinic that work to lower cost and improve health, instead of
benefiting an insurance company that may, or may not, pass on some of that savings to the City in the form of
reduced premiums.
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File #: ID 17-387, Version: 1
Through a Request for Proposal (RFP) process, the City secured the services of CareHere, LLC, to oversee the
Clinic operations and manage the medical staff, who are contract employees of CareHere, and not the City. The
Clinic is located in office space provided by Medical City Denton (formerly Denton Regional Medical Center)
in the professional building attached to the hospital, for a $1 per year lease. There is currently no expiration on
the lease.
The Clinic is available to all City employees, retirees, and dependents that are covered under the City's health
plan and essentially provides all services that a family practice physician performs, in addition to various lab
draws that are sent to an outside laboratory for processing.
The clinic is currently staffed by:
Amena Hashmi, DO
Kim Gatlin, Registered Nurse, Family Practitioner -C
Julie Brinzo, Registered Nurse, Nurse Practitioner -C
Erika Valdez, Medical Assistant
Daisy Sambrano, Medical Assistant
Provider biographies are included in Exhibit 2 with this AIS.
During the first four (4) full years of operation, the Clinic has provided over 35,000 patient appointments. As
Table 1 below shows, utilization of the Clinic has increased each year since it opened, while continuing to
expand the number of available appointments.
Table 1 - Clinic Utilization
Question
2012
2013
2014
2015
Appointments Ava
8,388
8,747
9,198
9,558
Appointments Util
6,747
7,551
8,520
8,650
Utilization %
80.4%
86.3%
92.7%
90.5%
Total Patients Acc
1,404
1,482
1,547
1,540
Employees Access
966
994
1,000
1,009
As indicated in Table 2 below, employees continue to report high satisfaction with the Clinic and the Clinic
staff during the annual patient satisfaction survey conducted by CareHere.
Table 2 - Patient Satisfaction Surve
Question
2015
The Clinic is my first stop for any illness, health con
70%
The Health Risk Assessment has helped me better un
86%
I would recommend the Clinic to a family member o
81 %
The Clinic is a valuable feature of my health plan pa
84%
The Clinic team is friendly, caring and sensitive to
90%
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Below are some patient comments about their experience at the Clinic that were included in the 2015 survey
results:
• "I only use the Health Center. I feel like it is one of the BIGGEST perks I have at the City."
• "It has made it possible for me to greatly improve my health."
• "I started as a patient because of the convenience and no cost, but continue as a patient because of the
excellent care."
• "I think the health risk assessment is great. I never knew some of my numbers and probably wouldn't
now. I know of more than one person that found a life threatening illness early due to the HRA and the
health center."
Another metric to evaluate the cost effectiveness of the Clinic is to compare the cost of accessing primary care
medical services from a provider within the health plan with the cost to access care at the Clinic. As evidenced
by Table 3 below, the City has consistently been able to provide an office visit at our Clinic for less money than
it costs an employee to access care within our health plan. CareHere estimates that the City saved over
$625,000 in care "diversion" in 2015, and has saved an estimated $2,750,000 in care "diversion" since the
Clinic opened.
Table 3 - Clinic Cost Diversion Savings
2012
2013
2014
2015
United Healthcare
$223.15
$131.81
$145.65
$136.54
Clinic
$75.40
$67.25
$70.04
$63.91
Savings Per Visit
1$147.75
$64.56
1$75.61
$72.63
Annual Cost Diver
$996,874
$487,516
$644,207
$628,211
*Cost data reported by United Healthcare for primary and preventative care office visits
According to the data provided by CareHere, and based on feedback from our employees, it appears that the
Clinic has become a valuable benefit to our employees, retirees, and dependents, and is beginning to have the
desired impact on our overall employee health.
Request for Proposals
The City's initial two (2) year contract, plus options for three (3) one-year renewals, with CareHere expired at
the end of 2016, and has since been extended until April 30, 2017. As a result, the City prepared RFP 46198 -
Employee Health Clinic Operation and Management Services and submitted it to 368 prospective suppliers. In
addition, specifications were placed on the Materials Management website for prospective suppliers to
download, and we advertised in the local newspaper. The City received seven (7) responses from interested
companies that met our minimum specifications.
It is important to note that the services requested in the RFP were for the management and operation of our
current, existing clinic, utilizing our existing clinic location and all of the equipment and supplies currently
owned by the City. We made it clear in the RFP that it was the City's expectation that the existing medical staff
be retained, if possible.
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Even though both CareHere and Concentra have multiple clinics in the DFW area, and the Denton Community
Health Center (DCHC) has the single clinic located in Denton, we would not be intermingling patient bases. In
other words, patients of the Rockwall ISD clinic, managed by CareHere, do not have access to our clinic and
vice versa. Similarly, patients of other DFW Concentra clinics, or the DCHC, would not be seen at our clinic
and our patients would not be seen at either of those clinics, unless accessed through the health plan
(Concentra's urgent care clinics and Dr. Masciarelli are part of the United Healthcare network).
A four person review committee evaluated the proposals on the following criteria:
• Price, total cost (50%)
• Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs
(20%)
• Indicators of probably performance under contract (30%)
Evaluation - Price, Total Cost (50%)
In evaluating the pricing component, the proposer with the lowest total cost received 50 points, with the other
proposer's points being determined by a spreadsheet formula that compares their total cost against the lowest
cost.
The total cost to operate the Clinic can be broken down into two separate components:
1. Administrative cost - this is the amount that is paid to the contractor for operation, management, and
oversight of the Clinic. This is typically a set amount, on a per employee per month (PEPM) basis, and
includes the fees to:
a. Manage the Clinic;
b. Provide the Electronic Medical Record (EMR) system;
c. Provide online patient portals and appointment scheduling; and
d. Provide wellness resources including website, health coaches, nutritionists, etc.
The administrative cost also includes the contractor's profit and overhead expenses.
2. Operational cost - these are typically "pass through" costs that are billed to the City for the day-to-day
operation of the Clinic, or paid directly by the City to the vendor. These are billed on a monthly basis,
without markup, and include:
a. Clinic staff salaries and benefits;
b. Medical supplies and equipment;
c. Expenses for outside lab work;
d. Office lease;
e. Office utilities;
f. Office supplies and equipment; and
g. Medical malpractice insurance.
In evaluating the total cost of each proposal, while the main component is the PEPM administrative cost paid to
the contractor, we also evaluated the lab costs for various high frequency lab tests, and the costs associated with
the annual HRA. We also factored in one-time costs for implementation, transition, and data transfer associated
with a new vendor coming onboard.
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Additionally, while the RFP stated that it was for a one-year contract, with up to four (4) one-year renewals, we
evaluated the cost based on the potential total five (5) year cost.
Table 4 below summarizes the total cost evaluation.
Table 4 - Total Cost
Evaluation
n
o n
of sti ted e r
ore
Patient appointment scheduling tools (online, ph
1
Concentra
$1,582,265
50.0
2
CareHere, LLC
$1,930,822
41.0
3
WeCare, TLC
$2,063,242
38.3
4
Cerner Corporation
$2,206,288
35.9
5
Denton Community He
$2,261,961
35.0
6
Marathon Health, Inc.
$2,368,787
33.4
7
Vera Whole Health
$3,287,720
24.1
While Concentra had a lower estimated five (5) year total cost, CareHere did reduce their PEPM cost by $1.50
(estimated $135,000 savings over five (5) years). Additionally, CareHere has always included the cost of one
HRA per employee within their PEPM administrative cost, while all other vendors pass that cost through to the
City.
Denton Community Health Clinic (DCHC) has reached out to the Council on several occasions to express
interest in operating the City's clinic. However, DCHC was the 5h most expensive proposal received. The total
estimated five (5) year cost of the DCHC proposal was $679,696 more than the lowest priced vendor
(Concentra), and $331,139 more than the staff recommended vendor (CareHere).
Evaluation - Compliance with Specifications, Quality, Reliability, Characteristics to Meet Stated or
Implied Needs (20%)
In an effort to make the evaluation as objective as possible, within this section, the review committee attempted
to identify the most important factors, and then weight those factors based on the relative importance to each
other. Table 5 below shows the factors and weights for this section.
Table 5 - Compliance Evaluation
for
ei t
Proposed staffing model
25%
Patient appointment scheduling tools (online, ph
15%
Proposed hours of operation/available patient ho
15%
Ability to duplicate the City's existing Healthy 115%
Minimum age requirements for patients
10%
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Prescription refill process 10%
After hours nurseline and call center 10%
As indicated above, the committee weighted the proposed staffing model as worth 25% of the total score, and
the patient scheduling tools as worth 15% of the total score. To calculate this section, the committee gave a
score of 1 to 20 for each factor and then multiplied that by the weight (i.e. 20 points x 25% = 5 points and 20
points x 15% = 3 points). Table 6 below shows the ranking under the "Compliance" section.
Table 6 - Compliance Rankin
for
o
n
ore
1.
CareHere, LLC
20.00
2.
Vera Whole Health
18.50
3.
Denton Community Health Clinic
17.45
4.
Cerner Corporation
17.05
5.
WeCare, TLC
15.30
6.
Marathon Health
14.95
7.
Concentra
14.85
Since CareHere currently provides all the services that we have requested, and have built a staffing model that
meets the needs of our patient base, they received full points. Vera Whole Health scored slightly less under the
prescription refill process because they didn't seem to understand that under Texas law the physician is not able
to dispense medication at the clinic. DCHC has a slightly lower score because they proposed a different, more
expensive staffing model.
Concentra, who ranked number two on the overall evaluation, scored quite poorly in this section. Concentra did
not address how they would duplicate the existing HIP, would only treat patients who were five years of age or
older, and did not offer after-hours appointment scheduling or a nurseline.
Evaluation - Indicators of probable performance under contract (30%)
A similar evaluation and weighting of factors was conducted in this section as well. Table 7 below shows the
factors and weights for this section.
Table 7 - Performance Evaluation
for
ei t
Previous experience managing employer clinics
30%
Clinic transition (to include the number of clinic
existing staff, and the timeline)
25%
Plan to manage provider sick leave, vacations, ai
20%
Appointment management model (length of app
15%
Clinic management model and location of mana
5%
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Familiarity with Texas laws 5%
Table 8 below shows the ranking under the "Probable Performance" section.
Table 8 - Probable Performance
ro oser
o n
ore
1. CareHere, LLC
30.00
2. Cerner Corporation
28.05
3. Marathon Health
27.90
4. Concentra
23.25
5. WeCare, TLC
22.50
6. Denton Community Health Clinic
21.75
7. Vera Whole Health
18.25
Similarly to the Compliance section, CareHere scored highest based on our five years of experience with them
performing clinic operations and management. Cerner and Marathon both scored slightly lower because neither
would commit to retaining the existing clinic staff and proposed slightly shorter appointment lengths.
Concentra was ranked fourth in this category because they did not provide details regarding their transition plan
and also would not commit to retaining the existing staff. Concentra's experience is also more heavily slanted
to occupational health and workers' compensation than employee health.
Experience in managing on-site/near-site clinics for employers was a major factor in this category. Since
DCHC has significantly less experience than the other proposers, they did not score as well. Table 9 below
summarizes the number of employer clinics managed by the respective proposers.
Table 9 - Summary of Clinics Managed
ro oser
o e o er ini s n ed
1. CareHere
208
2. Cerner
175
3. Marathon Health
147
4. Concentra
140
5. WeCare TLC
30
6. Vera Whole Health
6
7. Denton Community Health Clinic
1
If the City were to change clinic management companies, the ability to successfully transition an existing clinic
was another major factor to be evaluated. Because of DCHC's comparable lack of experience, this is another
area were DCHC scored lower. Table 10 below summarizes the experience each proposer has in transitioning
existing clinics.
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Table 10 - Summary of Clinic Transition Experience
ro oser
ini r nsition erien e
1. CareHere
/A*
2. Concentra
16 in 2016
3. Marathon Health
15
4. Cerner
Extensive experience, including 6 public entities
5. WeCare TLC
15% of business
6. Vera Whole Health
1
7. Denton Community Health Clinic
0
*CareHere is the incumbent so no transition would be necessary
Table 11 shows where each company ranked in each of the three evaluation categories.
Table 11- SummarV o Evaluation Cate,-ory Rankin
o n
rie
o i n e
eror n
of
CareHere, LLC
2
1
1
4
Cerner Corporatio
4
4
2
10
Concentra
1
7
4
12
WeCare, TLC
3
5
5
13
Denton Communit
5
3
6
14
Marathon Health
16
6
3
115
Vera Whole Healt
7
2
7
16
And finally, Table 12 shows the final ranking and total score considering all three evaluation categories.
Table 12 - Final Rankin
o n
ore
1. CareHere, LLC
91.00
2. Concentra
88.10
3. Cerner Corporation
81.00
4. Marathon Health
76.20
5. WeCare, TLC
76.10
6. Denton Community Health Clinic
74.20
7. Vera Whole Health
60.80
Based on the above scores, generated after a comprehensive evaluation of all seven (7) proposals, the review
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committee recommends CareHere, LLC. This recommendation is based on multiple factors including:
• A five (5) year proven track record of operating a successful clinic for the City
• Extensive experience (208) operating clinics across the country
• Existing staff will be retained preserving the patient/provider relationships
• No potential transition issues
• After hours call center/nurse line
• Demonstrated management commitment to continuous clinic improvement
• Integrated health coach
• Robust wellness platform
• Demonstrated collaborative relationship with clinic providers and the City
Additional Information
Below please find answers to additional questions that were asked by Council during the February 21, 2017
meeting
1) Did the built-in price increases of the original contract match reality?
Yes, while the original contract provided a provision for a price escalation annually to the Per Employee
Per Month (PEPM) fee, CareHere never increased their PEPM rate. Please note that PEPM fee does
fluctuate each month based upon the number of employees.
We have tried to keep clinic staff pay increases consistent with those raises received by City employees.
From 2013 - 2016 staff have received annual raises (if warranted by performance) of 3 - 4%.
Per McKesson, the medical supply and equipment provider for the Clinic, the prices for medical
supplies, equipment, tests, and vaccines have not increased significantly over the past five (5) years.
2) Did the original contract total go over the not to exceed amount (NTE)?
The contract and ordinance did not have a stated NTE amount.
3) What are the built-in price increases for the new contract?
The price for the PEPM fee is fixed for the full five-year term of the contract. The escalation for staffing
services is based upon a third party index, the US Department of Labor, Bureau of Labor Statistics,
Current Employment Statistics (CES) for all employees, thousands, education and health services
(CES65000001). The price may increase or decrease a maximum of 8% each individual year.
For purposes of calculating the NTE amount for the new, proposed contract, we factored in a reasonable
2% annual increase in the number of employees (to determine the total estimated PEPM administrative
fee) and a 3% annual increase in staff salaries, medical supplies, and medical equipment (to determine
the total estimated pass through costs).
4) Is it not significant that the window for the 120 day period for which the proposals are valid has
passed?
City of Denton Page 9 of 11 Printed on 3/24/2017
povveied by I_egist9i I;,
File #: ID 17-387, Version: 1
The RFP wording states:
The information included in the solicitation response(s), and any cost information obtained from
a negotiation process, remain valid for 120 days from the response due date or until the
contract is approved by the 2overnin2 body.
Based on our standard wording, all response are still valid. As a courtesy to all respondents, Purchasing
did send an email to each proposer requesting they extend their proposal through the end of April. All
proposers agreed.
RECOMMENDATION
An action item for this topic is included in the Items for Individual Consideration, #ID 17-196, of the March 28,
2017 Council agenda.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
This topic was originally discussed by the City Council during the February 21, 2017 Council meeting.
FISCAL INFORMATION
Funding is budgeted in the Health Insurance Fund account 850500.6706.0001.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Organizational Excellence
Related Goal: 1.2 Develop a high-performance work force
EXHIBITS
Exhibit l: Presentation
Exhibit 2: Clinic Provider Biographies
Respectfully submitted:
Carla Romine
Director of Human Resources
City of Denton Page 10 of 11 Printed on 3/24/2017
povveied by I_egist9i I;,
File M ID 17-387, Version: 1
Prepared by:
Scott Payne
1?ialr X4ana"r r
City of Denton Page 11 of 11 Printed on 3/24/2017
povveied by I_egist9i I;,
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Exhibit 2 — Clinic Provider Biographies
Amena Hashmi, DO
Amena Hashmi, DO was born and raised in Chicago, IL. She graduated with a Bachelor's degree
in Biology and minor in Women's Studies from the University of Illinois at Chicago. She attended
Midwestern University/Chicago College of Osteopathic Medicine, where she obtained her medical
degree in 2008. She completed her residency training at UT Southwestern Family Medicine
Program at Parkland Hospital from 2008 — 2011. Since December 2011, Dr. Hashmi has had the
privilege to work at the City of Denton Employee Health Center. During her free time, she enjoys
spending time with her husband and three kids, and cooking, reading and traveling.
Kim Gatlin, FNP
Kim Gatlin, FNP, is a Board Certified Family Nurse Practitioner through the American Nurse
Credentialing Center and American Association of Nurse Practitioners as well as Licensed as an
Advanced Practice Registered Nurse through the Texas Board of Nursing.
She spent the majority of her working career in Mt. Pleasant, Texas, prior to moving to Denton
in 2013. Kim earned a Bachelor of Science in Nursing from Stephen F. Austin State University,
a Master of Science in Nursing from the University of Texas Medical Branch in Galveston, then
a Post Master's Degree as a Family Nurse Practitioner at the University of Texas at Tyler. She is
a member of Sigma Theta Tau Honor Society, American Academy of Nurse Practitioners,
American Nurses' Association, Texas Nurses' Association, and Texas Nurse Practitioners. She is
married to Bruce, and they have two sons.
Kim believes in empowering patients to achieve health and wellness through education, and
traditional medicine practices complimented by alternative medicine when appropriate.
Julie Brinzo, FNP
Julie Brinzo is a Family Nurse Practitioner, certified by the American Academy of Nurse
Practitioners. She received her Bachelor of Science in Nursing from Texas Tech University
Health Sciences Center in 1990; her Master in Science from Texas Woman's University in 2005;
and her Doctorate of Nursing Practice from Texas Tech University Health Sciences Center in
2016. Additionally, Julie completed a Master in Business Administration with a focus on Health
Care Administration in 1999, from Wayland Baptist University. She is licensed as a Registered
Nurse and Advanced Practice Registered Nurse in both Texas and Georgia.
Dr. Brinzo currently serves as the Program Coordinator for the Family Nurse Practitioner
Program on the Denton campus at Texas Woman's University. Additionally, as an Assistant
Clinical Professor, she teaches and manages the clinical courses for the FNP program. As a
policy advocate, she is also responsible for the Health Policy and Health Promotion course for
the Master -level graduate nursing students. She maintains an active clinical practice, working
part-time for CareHere, assisting the City of Denton employees and their families in maintaining
their health and wellbeing.
Dr. Brinzo's research interest, and the focus of her doctoral work, include the impact of yoga in
the clinical management of chronic low back pain. Her clinical interests include health
promotion, chronic low back pain and health maintenance. She is committed to providing
outcome -driven, patient centered -care that reflects current evidence and best practices.
City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
Legislation Text
File #: ID 17-393, Version: 1
Agenda Information Sheet
DEPARTMENT: Internal Audit
CM/ ACM: City Council
Date: March 28, 2017
SUBJECT
Review, discuss, and provide direction regarding the duties and plans of the City Auditor.
BACKGROUND
The City is establishing a new Internal Audit Department and current auditor believes it necessary to discuss
and review:
➢ The authoritative pronouncement that governs his job
➢ An anonymous reporting mechanism to report Fraud, Waste and Abuse
➢ The different types of reports that can be issued by the Internal Audit Department
➢ The FYI Audit Plan
OCTEONS
N/A
RECOMMENDAT EON
City Auditor recommends:
➢ Clarifying and Enhancing language be added to City Charter
➢ Consideration be given to an in-house anonymous reporting mechanism
➢ Utilizing the different reports based on user objectives/needs
➢ Approving the FYI Audit Plan
EST 2gATED 6C C EDU CE D EIEROJECT
FYE17
' [i ' I [i 1' ■ 1[ ■ ■1111®■ � ■1[ ■ 1■■1■ ■
Audit and Finance Committee indicated to bring duties and work plan to Council
C 6CA C [IN CORMAT ION
FY17
B m [LN CORMAT EON
N/A
City of Denton Page 1 of 2 Printed on 3/24/2017
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File #: ID 17-393, Version: 1
STRATEG CU SCAN [RE CAT EONS C
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Organizational Excellence
Related Goal: 1.1 Manage financial resources in a responsible manner
ECCEBCTS
Exhibit 1 -
Duties and Plans of the City Auditor
Exhibit 2 -
Audit Example
Exhibit 3 -
Review Report Example
Exhibit 4 -
Prospective Analysis Example
Exhibit 5 -
Agreed -Upon Procedures Example
Exhibit 6 -
FYI Audit Plan
Respectfully submitted:
Craig Hametner
City Auditor
Prepared by:
Craig Hametner
City Auditor
City of Denton Page 2 of 2 Printed on 3/24/2017
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INTERNAL AUDIT
Craig Hametner, CPA, CIA, CISA, CIVIA, CFE
City Auditor
June 9, 2014
-•• 1 1
Page
Authorization........................................... ......................................................... 1
Objective, Scope and Methodology ..................................,., ............................, 1
Background...........................................................................................2
Overall Conclusion ............. ............................... ................ .....................b
Opportunities for Improvement....,... .....................................
Exhibit A - Sampling Methodology............................................................1g
Exhibit B - Reliability and Integrity of Information.........................................2[
Exhibit C - Final Analysis.......................................................................21
Authorization
The City Auditor has conducted a Procurement Card (P -card) audit. This audit was
conducted under the authority of Resolution #2013-51 and in accordance with the
Annual Audit Plan approved by the League City, City Council.
Objective
The objectives of this audit were as follows:
1) Determine if general controls for the P -card program are designed
appropriately and operating effectively.
2) Through data analysis, determine if the P -card program has any lapses in
internal control that may cause fraud, waste, abuse or non-compliance with
State Law and local policies and procedures
Scope and Methodology
The City Auditor conducted this audit in accordance with Generally Accepted
Government Auditing Standards except this audit function has not had an external
peer review. Those standards require planning and performing the audit to obtain
sufficient, appropriate evidence to provide a reasonable basis for the findings and
conclusions based on the audit objectives. The City Auditor believes that the
evidence obtained provides a reasonable basis for the findings and conclusions
based on the audit objectives.
To adequately address the audit objectives and to describe the scope of work on
internal controls, the City Auditor has:
• Inquired with the P -card Administrator regarding general accountability over
the P -card program
• Read State Law and the City's Purchasing Policies and Procedures and the
P -card Policies and Procedures.
• Flowcharted the process starting with the P -card purchase and subsequent
payment to J.P. Morgan Chase
• Analyzed a P -card database to determine compliance with laws and
improper payments
• Reviewed supporting documentation for P -card purchases
• Observed the city's intranet for the P -card policies
The deficiencies in internal control that are significant within the context of the audit
objective and based upon the audit work performed are stated in the Opportunities
for Improvement section starting on page 6.
1
In February of 2007, Council approved a Commercial Card Agreement with JP
Morgan Chase (JPMC) for the Procurement Card Program through the State of
Texas Cooperative Purchasing Program. The Procurement Card is a Master Card
that is issued to various City employees. The purpose of this program is to provide
an efficient, cost-effective method of purchasing low dollar items, one time
purchases, maintenance, repair, operational and travel expenses. The program
also enhances the capabilities of field personnel to perform operational tasks
without administrative delay. With the reduction of paperwork and time associated
with purchase requisitions, market surveys have indicated that the use of the
Procurement Card yields savings of about $70 per transaction. The agreement with
JPMC through the State of Texas Cooperative Purchasing Program expired August
31, 2010.
Subsequently, the City entered into an inter -local agreement with the City of Fort
Worth who also has a Commercial Card Agreement with JPMC. A group of local
entities has been formed to take advantage of the City of Fort Worth's agreement.
This group is called the Texas Payment Card Consortium and as a result, JPMC
has garnered an additional rebate based on the consortiums combined charge
volume and currently the city receives a -1.59% rebate.'
-----------------------------------------------------------------------------------------------------------------
The City started out with eight cards for 2007. As can be seen by the table below
that number has steadily increased.
Year 2007 1 2008 2009 2010 2011 2012 2013
Cards 8 82 102 128 154 188 207
Transaction totals are increasing as can be evidenced by the following table.
F___Y_earj 2008 .
2009 2010 2011 2012 2013
$$ Spent $640,824
$1,448,339 $1,882,574 $3,227,704 $5,336 444 $5,571,510
__..._..._ ............... w�
Since the transaction dollar amounts have increased so have the rebates.
Year 20081
2010 2011 2012 2013
__.
$$ Rebates $5,466
$6,872 $22,598 $39,773 $81,291 $88,882
The number of transactions for FY 11, 12 and 13 are as follows:
Year
2011 2012 2013
# of Transactions
1
11,368
12,968
14,642
1 From Data Sheet dated 12/29/10, Agenda Item 12E
IQ
The above allows the calculation of average spend per transaction:
Year 2011 2012 2013
Averaqe Spend $284 $412 $381
Above tables created from data provided by the P -card Administrator.
-------------------------------------------------------------------------------------------------------------
The P -card process is as follows:
1) The Department Head requests a P -card for one of their employees. The
limits on the card will be stated on the request by e-mail. The Purchasing
Dept. then orders the card.
2) Once the card comes in, Purchasing will meet with the cardholder and
explain the requirements of the program and have the cardholder sign an
acknowledgement for understanding the policies. After the training is
completed the card is given to the cardholder.
3) Cardholder makes purchases using P -card.
4) The Accounts Payable Supervisor, uploads charges from JPMC on a
weekly basis. That information goes into the AS400 financial accounting
system on a weekly basis.
5) Department Representatives request receipts from all cardholders and
approves the charges in the AS -400 system.
6) On a weekly basis, accounts payable notifies Purchasing if any still need
approval.
7) The Purchasing Buyer reviews all transactions from the departments at
the end of each billing cycle
8) Before the Accounts Payable Supervisor pays the bill she ensures that
the city's financial accounting system (AS400) agrees with the P -card
statement from JPMC.
9) If the cardholder resigns or is terminated, the cardholder turns in the P -
card to Human Resources. The manager ensures this is done.
Purchasing will then deactivate the card upon learning of the termination
or resignation.
Key players for P -card Administration are as follows:
JP Morgan Chase — Continuous Monitoring
Department Reps — Monthly statement reviews
Managers/Directors — Monthly statement approval
Finance Department — Monthly payment reconciliation
Human Resources — Notification of terminated employees
Purchasing — P -card Training for individual employees upon issuance of card and
monthly transaction reviews
Internal Audit — Periodic Audits
According to a 2009 P -card survey conducted by RPMG Research Corporation, the
average administrative cost (including sources, purchasing, and payment activities)
to process traditional paper-based transactions is about $93. The report estimates
that P -cards reduce the average cost to roughly $22 per transaction and cut the
procurement cycle time by approximately 12 days.
Using the $71 difference between a paper-based transaction and P -card
transaction the soft savings for transactions in FY 11, 12, and 13 are as follows:
Year 2011 2012 2013
$ Soft Savings $807,128 $920,728 $1,039,582
According to the Government Finance Officers Association Best Practice Advisory
on Purchasing Card Programs the major benefits of a purchasing card program are
as follows:
Financial Impact
1. Lower overall transaction processing costs per purchase
2. Potential reduced administrative cost, paperwork and check issuance
3. Receipt of rebates from the bank based upon dollar volume of total
purchases
4. Vendor discounts
Controls
1. Increased management information on purchasing histories and supplier
negotiations
2. Improved, automated and standardized purchasing controls
.19
3. The ability to set specific transaction dollar limits, merchant categories and
vendors
4. Improved accountability for an individual employee's purchases
Efficiencies
1. Speed and convenience of purchasing without a purchase order
2. Simplified purchasing and payment process
3. Decentralized procurement function/centralized spend information
Disadvantages of purchasing cards may include
1. The potential for duplicate payments to vendors, unless payments are
recorded by individual vendor within the accounting system
2. Possible negative perception about issuing "credit cards" to employees
3. The potential for abuse despite the controls available with purchasing cards
4. The potential complication of integrating purchasing card transaction data
into the government's software system.
Overall Conclusion
The program is meeting its objectives by providing the city with an efficient,
effective and economical way of purchasing. The Opportunities for Improvement
provide recommendations to strengthen the P -card program.
Management was also provided additional Opportunities for Improvement to
enhance internal controls. These were not considered significant to the objectives
of the audit but warrant the attention of management. Consequently, they do not
appear in this report.
5
Opportunities for Improvement
During our audit we identified certain areas for improvement. Our audit was not
designed or intended to be a detailed study of every relevant system, procedure, and
transaction. Accordingly, the Opportunities for Improvement section presented in this
report may not be all-inclusive of areas where improvement might be needed.
Management is in a unique position to best understand their operations and may be
able to identify more efficient and effective approaches to the following
recommendations:
Condition (The way it is) _
The current reviewer in Purchasing is expected to review approximately 1,000
transactions per month. During the audit it was known that the reviewer is five
months behind in the reviews.
Criteria (The way it should be)
Similar to bank reconciliations, P -card reviews must be performed as soon after the
month end as possible.
Effect (So what?)
These reviews are essential since the P -card controls are on the back end rather
than the front end such as purchase orders and check requests.
Cause (Difference between condition & criteria)
The volume is unreasonable for one individual
Recommendation
The City Auditor believes that to enhance the effectiveness and efficiency of the
reviewer the scarce resources of this position need to be reallocated to higher risk
areas and data analysis should become an integral part of the review. The top risk
areas should be addressed such as noncompliance with State Law and improper
payments.
Management Response
We agree - C
Act)on Rlan
By lowering limits and redirecting large dollar purchases back through the
purchasing system, we expect the volume of P -Card purchases to decline. Before
we restructure the review to a sample basis, purchasing will conduct training for
department heads and department P -Card coordinators to remind them of their
responsibilities in the process. Purchasing will create a process which will allow the
staff to review and audit transactions both in a spot/sample or individual user basis.
With the anticipated reduction in P -Card review, staff will then establish data
analytics utilizing the P -Card system to detect trends, issues/concerns or
opportunities for changes/modifications.
implementation Date
September 1, 2014
V
Condition The waitis
The P -card policy was last updated on July 1, 2011.
Even though the P -card policy states that the P -card is governed by all City of
League City policies, procedures and directives it is doubtful that employees will
refer to the Purchasing Policy (e.g., Sole Source and Emergency Purchases)
The policy section on what can be purchased with a P -card does not state
prohibited expenditures. Along with this the prohibited Merchant Cost Categories
(MCCs) may need to be expanded as they were set up in 2007. Only six MCCs are
listed as prohibited.
Criteria The way it should be) _
P -card policies and MCCs should be reviewed on an annual basis to fully evaluate
what should be allowed and not allowed. This is one of the benefits of the P -card
program: the ability to control the type of expenses allowed. Policies should be
mirrored with other olicies that ma a I .
Effect (So what?)
The City may not accomplish the objectives of the P -card program when the
appropriate policies and procedures are not in place and reviewed annually and
dispersed in appropriate communication.
Cause (Difference between condition & criteria)
There was no evidence of annual reviews of the P -Card policy.
Recommendation
1) Review and update the P -card policy ensuring that important points from
other Policies and Procedures are incorporated in the updated policy.
2) Perhaps Sole Source and Emergency Purchases should be eliminated from
the P -card program due to the extra documentation needed.
3 Review and update MCCs for prohibited cost categories.
apagvment tPn . ,
We agree
A�#ion Plan77,
Purchasing staff will review and update the P -Card Policy and Procedures manual
to be more succinct and aligned with City adopted Purchasing policies.
Sole Source purchases will no longer be acceptable with P -Card transactions.
Purchasing will seek "best practices" from similar municipalities and advisement
from P -Card bank and city administration in regard to adjusting/updating MCC
codes.
Implementation Date
September 1, 2014
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Condition The way it is
Department reps are not trained on their departmental duties.
Criteria (The way it should be
In order to know what is required of them initial training should be performed with
refresher training done on an annual basis.
Effect So what?)
Quality reviews by the department rep will not be as effective and updates that may
be needed for the departmental review may not occur.
Cause Difference between condition & criteria
There was a 1” Annual Training Session held on May 2, 2012. Due to turnover of
personnel this training did not continue.
Recommendation
Create a tradition of new department rep training and annual refresher training
thereafter.
+a me_ $000 ;.
We agree
X09 Plan
Purchasing and Accounts Payable will develop a training program for department
P -Card Coordinator (DPC)* and Department Head/Director that will include power -
point presentation and a discussion of relevant issues, etc. Once complete,
department representatives will sign an affidavit that they have attended this
session. We anticipate the session to be very comprehensive and last between 2-4
hours and cover policies, reconciliation, data analysis, assistance, etc. The goal is
to have a class for all current department representatives prior to the end of the
current fiscal year, quarterly sessions for new representatives (as needed) and then
an annual refresher class.
* The DPC will be the central documentation control point for each
department. The DPC is responsible for the correct appropriation of the
department's funds and the coordination of the Purchasing Card Program for the
department
t le4atti ate
September 8, 2014
Condition (The way it is) rds
The limits on the P-caneed to be reviewed. 10 of the cards have -0- for a single
transaction limit which would then default to the monthly limit which would then put
them within State law criteria.
Many of these cards have single transaction limits above the $3,000 threshold
requiring quotes and HUB requirements. A few of these single transaction limits
are $30,000 and above with monthly limits up to $85,000. The limit should be
based on need if over the $1,000 standard single transaction limit. For example,
one individual with a single transaction limit of $40,000 had a high purchase of
$20,000 over a two year period. Another individual with a single transaction limit of
$30,000 had a high purchase of $17,000 over a two year period. Another individual
with a single transaction limit of $30,000 had a high purchase of $10,000 over a two
year period of time.
Some cards have the same single transaction dollar limit as they do their total
monthly limit.
The Cardholder Agreement form that is signed by the cardholder does not indicate
the limits.
Out of 10 cards over $2,999.99 only one had a Purchasing Manager's approval.
Criteria (The way it should be) _
Standard limits should be in place. Standards should only be exceeded after
justification from the Department and approval by the Purchasing Manager.
Communicate the limit by placing it on the Cardholder Agreement so the cardholder
knows what their limits are and has a record of them.
The P -card policy states, "No single purchase limit is to exceed $2,999.99 unless
approved by the Purchasing Manager."
Effect (So what?)
A disgruntled employee may leave employment with the card in hand and no
deactivation. That employee could purchase up to their limit.
The higher the limit passes the $3,000 threshold the greater the risk State Law
could be violated.
By not having a record of what their limits are they could unintentionally forget them
or have a good reason for intentionally forgetting them.
Limits can get out of hand if the Purchasing Manager is not approving them.
9
Cause (Difference between condition & criteria)
Lack of monitoring over the internal control of P -card limits and proper
communication associated with the P -card program.
Recommendation
1) Review and adjust these limits as appropriate.
2) The city has the ability to raise and lower limits within minutes. Use this to
the City's advantage.
3) Reemphasize compliance with State Law and our policies at the next
training class.
4) Place the limits on the cardholder agreement.
5) Make sure the Purchasina Manager approves all P -cards above $2,999.99.
We agree
Purchasing will again rely on "best practices", State Law and Purchasing Policies
with regard to adjusting P -Card limits.
Purchasing will develop a new cardholder agreement which will be very clear
regarding transaction limits, unauthorized purchases, etc. This form will be
provided to all current and future cardholders and maintained by our office. We
anticipate updating our P -Card training and requiring all current cardholders to
attend to receive up-to-date training, sign a new agreement, etc.
As part of the new policy, the Purchasing Manager must approve all cards issued
that will have limits increased beyond $ 2,999.99 for a single purchase. Any
increases must be on a very limited basis and should be rare exceptions. The
Purchasing Manager will rely on the Department Director to justify approval of this
increase. It will be incumbent on the Purchasing Manager to monitor the
transaction and reduce the increase once the transaction is complete.
Clearly, having -0- limits on single purchase for P -Cards is unacceptable and will be
corrected immediately.
ber 1 . 2014
10
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Condition(The wad/ it is)._._ _
The Purchasing Policy states the following, "The Purchasing Department maintains
a vendor listing by commodity of vendors wishing to do business with The City of
League City that may be utilized.” However, when asked about this list the P-card
Administrator indicated there was no list. This was confirmed by the Purchasing
Manager. He indicated the city uses "Public Purchase" as a vehicle to allow
vendors to register according to their commodity. Bid notices can then be sent to
them.
The data analysis showed there were opportunities for the city to use its large
purchasing ower to leverage for discounts from various vendors.
Criteria (The way it should be)
Prudent business practices dictate the city always pursues the best value for the
taxpayer.
Effect (So ?
The city may be spending more than it needs to
Cause (Difference between condition & criteria
Lack of monitorin over high volume vendors
Recommendation
1) Create a vendor listing according to the Policy or provide information on
"Public Purchase."
2) Use data analysis to determine high expense vendors and negotiate
discounts.
We agree
ti : tai
Purchasing will create reports and analytical tools inside the P-Card software
(SDOL) and begin working and negotiating with our high expense vendors,
negotiate discounts and/or better terms and produce an agreement for that
provider.
I.
September 8, 2014
11
Condition (The wav it is)
The Purchasing Policy and P -card Policy needs to address capitalization vs.
expensing an item. It was noticed during this audit that several items in the Public
Works Department (Lift Station Pumps, Sewage Pumps and Hot Mix Asphalt) and
should have been capitalized. I
Criteria (The way it should be)
Reliability of the financial statements requires accurate coding of expenses
Effect (So what?)
The Financial Statements could mislead readers. Financial analysis of the financial
statements may be flawed.
Cause (Difference between condition & criteria)
The audit did not find a verification on the account coding for the capitalized
expenses. No guidance on coding capitalized expenses was found.
Recommendation
1) Create a Capitalization Policy for the City.
2) Create a mechanism for the review of account coding particularly capitalized
expenses.
Ma�aaement Response
The City has a Fixed Asset policy which covers capitalization guidelines. The
threshold for capitalization is $5,000. If the repair of an item does no more than
return the asset to its original condition and thus provides no additional value, then
the cost of the repair will be expensed. If the repair or replacement of the item
increases capacity or serviceability of the original asset or extends significantly the
life of the asset, then it will be capitalized as an addition to the original asset. The
items questioned during the audit were properly coded and would have been
considered maintenance items in accordance with City policy. Expenses coded to
the correct capital outlay object codes are reviewed and capitalized by the
accounting department. Accounting also reviews maintenance accounts for mis-
coded items that should have been charged to capital outlay. Management agrees
that the asphalt purchase was a capital improvement that was overlooked in the
review process.
Action Flan
We will reinforce to the departments during the Purchasing training the capitalization
limits and the correct account numbers to utilize. Purchasing will also be mindful of
the policy and the account numbers. Purchasing, accounting and budget will be
mindful of the potential for capital expenditures as we review maintenance accounts,
and work to identify them in advance in order to facilitate appropriate accounting
treatment.
With lower PCard limits, and expenses going through the traditional purchasing
channels, these errors should be easier to avoid.
Implementation Date
September 1, 2014
12
Auditor's Comment
The City Auditor desires to clarify the position taken.
At the time of this audit, the auditor found no capitalization policy on Policy Tech
which is the city's central repository for all policies. Employees cannot be expected
to follow policies that are not easily accessible to all employees.
The auditor understands that there are gray areas surrounding the capitalization
issue.
According to the publication Accounting for Capital Assets, A Guide for State and
Local Governments it states for an Improvement, "An improvement provides
additional value. Such added value is achieved either by 1) lengthening a capital
asset's estimated useful life or 2) increasing a capital asset's ability to provide
service (i.e., greater effectiveness or efficiency).
The same article states for Repairs and Maintenance, "In contrast to improvements,
repairs and maintenance retain value rather than provide additional value."
Improvements should be capitalized and recognized as expense (i.e., depreciation
or amortization) over the estimated useful life of the improvement. The cost of
repairs and maintenance must be reported as expense of the period in which
incurred.
Pumps — Subsequent to the management response additional review was
conducted by the City Auditor. The pumps invoice amounts were $5,853, $6,375,
$39,394.
In a recent city survey that Auditor performed it was mixed as to the way cities
handle the rebuild, repair or replacement of a lift station pump. Some cities expense
all costs associated with pumps. Some cities capitalize all expenses associated with
pumps. Another city it depends on the size of the pump. Another city expenses the
rebuild of a pump while capitalizing the replacement of a pump.
Care must be taken if the new pump is more efficient or effective than the previous
pump. That would require capitalization. Ultimately, the accounting used must
come from a thorough understanding of whether value is being retained or additional
value is being added.
Beyond the standard definition provided above an asset is an economic resource of
the organization that provides future benefit. An expense is generally consumed
within the year. The pump provides future benefits that exceed one year.
The City Auditor is respectful of Finance's judgment regarding pumps.
13
Condition (The way it is)
The P-card program in the city has numerous Department P-cards where any
individual from the department can use the card. Generally, these cards have high
limits as opposed to individual cards. According to JPMC, the purpose of these
cards is to eliminate the need for individual cards. That does not seem to be the
case. The audit found many individual cards along with high limit department cards.
Additionally, according to JPMC, "The issue with a department card is that it
prevents the cardholder the ability to dispute a transaction with a vendor for a
chargeback. The merchant can deny the chargeback claim since they cannot
validate the individual did the purchase since there is not a name on the card."
The city has 10 emergency cards in a file cabinet in the purchasing department.
These cards are used just-in-case. The issues that apply to the department cards
also apply to the emergency cards.
Criteria (The way it should be)
The least amount of cards outstanding that can provide the greatest benefit
Effect (So what?
The more cards dispersed the more administrative cost there will be. The greater
the chance for lost, stolen, or fraudulent cards. It is much harder to assign ,
accountability to a departmental card/emergency card.
Cause (Difference between condition & criteria)
Consideration was not given to the individual cards issued in the department if a i
departmental/emergencydepartmental/emergency card was issued and the risk that these cards present.
Recommendation
The city should do away with departmental cards and emergency cards
Manac§ern+ent Rss,'ponse
We agree
Action Flan
Purchasing will discontinue both department and emergency cards, collect all of
them and dispose of them by shredding. As noted in Finding # 2: The notable
exception is that of a city-wide emergency (hurricane for example) where city
administration will identify individuals who will be authorized to purchase goods and
supplies during the emergency. Those individuals will have their limits increased
during the phase.
Irn lernenta#ion Date
Immediately
14
Condition (The way it is)
___.._.... ..___,_.-.
The audit found numerous items (nine) in the sample that did not have the requisite
documentation for sole sources and emergency purchases.
Approximately, 11 in the sample did not have quotes as required.
Criteria (The way it should bej
Purchasing policy dictates required documentation for sole source (manufacturer's
written certification and explanatory memo), emergency purchases (emergency
purchase requisition) and purchases over $3,000.
Effect (So what?�
The City (for these nine and 11) is noncompliant with the city's Policies and
Procedures and State Law. _
Cause Difference between condition & criteria
The P -card Policy does not directly state how to handle these circumstances only
the Purchasing Policy. There is no mechanism in place to check for compliance
regarding these policies.
Recommendation_
1) Update the P -card Policy with sole source, emergency purchases and
purchases over $3,000 information or require no sole source or emergency
purchases can be made with a P -card.
2) Create a mechanism to monitor the performance of getting the required
quotes. Repeat offenders should have their limits dropped or their card
privileges taken away.
Mans ement Res° onse
We agree
Action Plan
Sole Source and Emergency purchases will no longer be acceptable with P -Card
transactions. The notable exception is that of a city-wide emergency (hurricane for E.
example) where city administration will identify individuals who will be authorized to
purchase goods and supplies during the emergency. Those individuals will have
their limits increased during the phase.
Policy requirements will be reinforced at the upcoming training and as policy
dictates cards will be cancelled for violators.
Irn lamentation Date:
June 2, 2014
15
Condition (The way it is)
The P -card Administrator indicated to the City Auditor that IT does not always go
through Purchasing. The question came about when the P -card Administrator could
not answer if certain IT vendors had contracts with the city.
Additionally, the P -card policies do not state if all IT purchases go through IT.
Criteria The wa it should b
The Purchasing department should be utilized by all departments. IT purchases
should be vetted by IT first.
Effect So what?
The Purchasing Department may lose accountability over the contracts the city has
and the IT Department may lose accountability over the IT resources of the city.
Cause (Difference between condition & criteria)
Information and Communication is not taking place where it should be.
Recommendation
1) Management needs to ensure that IT goes through the Purchasing Dept.
2) All IT purchases are vetted by IT.
Maria ement Res once
A reed
Action Plan
The Finance Director and Purchasing Manager have met with IT and have
reinforced the policy and revised the practices. Purchase orders and standard
purchasing channels wits be utilized by IT, and all de artments.
'Ibat
Immediately_____
16
Condition (The way it is)
The city has several vendors that appear to be over the $50,000 threshold..
Criteria (The way it should be)
State Law states that the $50,000 threshold applies to all purchases in an
organization not just from one department. The city should use caution. State law
provides that there are criminal penalties if a city makes component, sequential or
incremental purchases to avoid the competitive bidding requirements.
Effect So what?
The possibility of noncom liance with State Law
Cause (Difference between condition & criteria
Our policies do not warn against this issue and there is no monitoring for this issue.
Recommendation
Create a monitoring mechanism that checks monthly for the $50,000 threshold and
explain in the Policies.
We agree
clo0 ale
Purchasing has initiated a procedure to reduce the P -Card limits as addressed in
Finding # 4. Purchasing will rely on "best practices", State Law and Purchasing
Policies with regard to adjusting P -Card limits
be0 ' too ,, 1e
June 30, 2014
17
Condition (The wa it is) I
......� ...._.....
The city is provided a rebate on P -card Purchases. Currently that rate is 1.60%. It is
determined by the Consortium's purchases and the city's purchases. No monitoring
was found to ensure it is accurate.
j Additionally, in communication with Fort Worth it was found the Commercial Card
Agreement is its Third Amendment. Only the initial contract was provided to the
auditor.
As part of the Commercial Card Agreement there is a section called Single Use
Account (SUA). This is a card -less Account used in connection with a single,
unique transaction. Our accounting system would need to be integrated with JPMC.
This would cost approximately $2,000 however the payback if, for example, we put
$2,000,000 of Accounts Payable on this system per years would yield an additional
rebate of $24,800 per year. SUA's are fraud protected.
Criteria (The way it should be)
Checks and balances are in place to verify amounts we et from JPMC.
Effect So what?)No checks and balances on the accuracy of the rebate.
Cause Difference between condition & criteria
Lack of monitoring_
Recommendation
1) Verify the accuracy of the rebate.
2) Ensure the city has the latest amendment in its possession.
3) Consider a SUA free analysis to determine if that payment system would be
advantageous to the city.
Management Res onse
A ree
Action Plan
Accounting will work with purchasing to review the rebate and assess the
reasonableness of the funds received.
The SUA has been considered in the past and was not implemented at the time due
to a lack of rebate available on SUA payments. We will revisit this option.
Im lernentation Date
June 30, 2014
UK
EXHIBIT A
Sampling Methodology
The audit took several different types of samples from a database of approximately
28,150. 115 judgmental samples were picked from the following sorts:
Employee
Vendor
MCC
Vendors > $50,000
Weekends and Holidays
19
Reliability and Integrity of Information
The reliability and integrity of the JPMC database was checked while doing the
various steps of the audit program. The auditor compared information from the
database to the back-up documents. That check did not yield any discrepancies.
It was found that during the month of January 2013 JPMC duplicated charges. We
saw this in the database. It was also found that the database did not show credits
with a negative sign, therefore until the supporting documentation was observed the
credit was not known.
While these were discrepancies in the database used for the audit they did not
impact the audit's conclusions and recommendations.
FINAL ANALYSIS
The success of this program depends on a team effort as outlined on page 4.
The team needs to keep in mind the three phases of Program Controls:
Proqram Compliance
Policies and Procedures
Training and Communication
Senior Management Support
Point -of -Sale Controls
Spend Limits
MCCs
Trackina and Monitorin
Access to Mastercard's Smart Data On -Line
Monthly Reconciliations
Spot Audits
Data Analysis
21
TO: Tommy Gonzalez, City Manager
CC: Maura Gast, ICVB Executive Director
SUBJECT: Internal Auditor's Review Report (, -W
We have reviewed the accompanying balance sheets of the Irving Convention and Visitors
Bureau as of October 31, 2005; November 30, 2005; December 31, 2005; January 31, 2006;
February 28, 2006 and March 31, 2006, and the related Schedule of Revenues,
Expenditures and Changes in Fund Balance for the months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants and Generally Accepted Governmental Auditing
Standards. All information included in these financial statements is the representation of
the management of the Irving Convention and Visitors Bureau.
A review consists principally of inquiries of ICVB personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should be made
to the accompanying financial statements in order for them to be in conformity with
generally accepted accounting principles.
V I WIN "I
Craig Harnetner
Senior Internal Auditor
r") ork-
Chris Aragon
Internal Auditor
June 15, 2006
City anagen®s Office
825 W. Irving Blvd. ® Irving, Texas 75060 e 972.721.2521 e 972.721.2420 fax o vvww.ci.irvingJx.U5
Memorandum
DATE: September 26, 2003
IU
CITY OF DALLAS
To: Honorable Mayor and Members of the City Council
SUBJECT: FY 2003-04 Revenue Estimates
INDEPENDENT AUDITOR'S REPORT
We have examined the accompanying Forecasted Gross Operating Revenue of the City of Dallas for the
Fiscal Year Ending September 30, 2004. The City of Dallas' management is responsible for the forecast.
Our responsibility is to express an opinion on the forecast based on our examination.
Our examination was made in accordance with attestation standards established by the American Institute
of Certified Public Accountants (AICPA) and, accordingly, included such procedures, as we considered
necessary to evaluate both the assumptions used by management, and the preparation and presentation of
the forecast. We believe that our examination provides a reasonable basis for our opinion.
The forecasted gross operating revenue of the 2002-03 Fiscal Year is included in the report for comparative
purposes only. The Departments have estimated these amounts.
In our opinion, the accompanying forecast and the underlying assumptions provide a reasonable basis for
management's forecast. However, there will usually be differences between the forecasted and actual
results, because events and circumstances frequently do not occur as expected, and those differences may
be material. We have no responsibility to update this report for events and circumstances occurring after
the date of this report.
Thomas M. Taylor,CPA
City Auditor
c: Teodoro J. Benavides
Mary K. Suhm
City of Dallas Office of the City Auditor
Independent Auditor's Report on Applying Agreed -Upon Procedures
Bid # CIZ1588: Department of Public Works —
Dallas City Hall and L C. Harris Service Center
Underground Storage Tank Removal and Replacement
We have performed the procedures described in Attachment I, which were agreed to by
the Department of Business Development and Procurement Services (BDPS) and the
Department of I ublic Warks (PBW), solely to assist the Dallas City Council and City of
Dallas (City) management in evaluating the BDPS' and PBW`s compliance with the
requirements of the Administrative Directive (AD) 4-05, Contracting Policy; the Texas
Local Government Code (TLGC) Chapter 252, Purchasing and Contracting Authority of
i4 unicipalities; and Government Code Chapter 2269, Contracting and Delivery
Procedures for Construction Project:. The BDPS and PBW are responsible for the
establishment of the policies and procedures and for compliance with those requirements.
No exceptions were noted as a result of applying the Agreed -Upon Procedures as shown
in Attachment I.
These agreed-upon procedures were conducted in accordance with United States
generally accepted government auditing standards which incorporate attestation
standards established by the American Institute of Certified Public Accountants. The
sufficiency of these procedures is solely the responsibility of BDPS and PBW.
Consequently, we make no representation regarding the sufficiency of the procedures
described in Attachment I either for the purpose for which this report has been requested
or for any other purpose.
We were not engaged to and did not conduct an examination, the ob;ective of which would
be the expression of an opinion on compliance. Accordingly, we do not express such an
opinion. Had we performed additional procedures, other matters might have come to our
attention that would have been reported to you.
This report is intended solely for the information and use of the Dallas City Council and
City management and it is not intended to be and should not be used by anyone other
than these specified parties; however, the report is a matter of public record and its
distribution is not limited.
Craig D. Kinton, CPA
City Auditor
June 28, 2016
Attachment I
Agreed -Upon Procedures and Results of Procedures
2
Bid # C/Z1588: Department of Public Works —
Dallas City Hall and 1. C. Harris Service Center
Underground Storage Tank Removal and Replacement
June 28, 2016
_
_" ,reed -Upon on Procedures
Results of Procedures
1.
Verify the documentation to support the
No exceptions were found as a result of
procurement is provided by the
applying the procedure.
Department of Public Works (PBW) and
the Department of Business
Development and Procurement Services
(BDPS) and other applicable City of
Dallas (City) departments.
2.
Review the bid specifications to ensure
No exceptions were found~ as a result of
that the bid specifications were
applying the procedure.
developed to encourage competition,
prevent favoritism, and obtain the best
price in the interest of the City.
3.
Confirm that the bid package was posted
No exceptions were found as a result of
for the appropriate period of time on the
applying the procedure.
City's website.
4.
Confirm that the bid package was
No exceptions were found as a result of
properly advertised in the newspaper.
applying the procedure.
5.
Confirm that BDPS applied the correct
No exceptions were found as a result of
commodity codes and classes to identify
applying the procedure.
potential bidders.
6.
Confirm that BDPS sent solicitation
No exceptions were found as a result of
notices to the identified potential bidders
applying the procedure.
in step 5.
7.
Review PBW's analysis of no bids to
No exceptions were found as a result of
determine that there were no other
applying the procedure.
bidders and verify the information used
by PBW in the no bid analysis.
8.
If applicable, review PBWs analysis of
No exceptions were found as a result of
disqualified bidders and verify the validity
applying the procedure.
of the bidder's disqualification.
2
r -Upon Procedures
esults of Procedures
Review the bidder's response package
c tions were found as a result of
to determine whether the bidder has
applying the procedure.
completed the bid response, business
information form, Business Inclusion and
Development Affidavit, and or other
required documentation.
10.
Evaluate the criteria or the basis used. by
No exceptions were found as a result of
PBW to determine whether PBW has
applying the procedure.
performed analysis on the
reasonableness of the bid price and
verify the information used by PBW in
the price reasonableness analysis.
11.
Verify the mathematical accuracy of the
No exceptions were found as a result of
bidder's quote and or estimated costs of
applying the procedure.
the goods and or services.
12.
e
Review the—procurement prior history, if
__
Not applicable as there was no prior
applicable, of the goods and or services
procurement history of the goods and or
to determine the basis for price
services.
reasonableness.
13.
Determine if a bid security should have
No exceptions were found as a result of
been secured and to what extent and
applying the procedure.
confirm that the bid security has been
paid by the bidder.
14.
Verify that PBW used the Federal
No exceptions were found as a result of
System for Award Management (SAM)
applying the procedure.
website to confirm that the vendor is not
currently excluded.
CITY
OF
DENTON
CITY AUDITOR'S OFFICE * 215 E. McKinney * Denton, TX 76201 * 940-349-8158
MEMORANDUM
DATE: March 28, 2017
TO: Mayor and City Council
FROM: Craig Hametner, City Auditor
SUBJECT: FY17 Internal Audit Plan
Basis for Plan
The basis for this first Internal Audit plan comes from
auditor observations and inquiries with City Council
members and members of management based on
likelihood and impact to the organization. Likelihood and
impact were assigned risk factors based on certain criteria
such as: complexity, materiality, concerns of Council and
management, past issues.
Additionally, the available resources to complete audits
were examined. The hours required to perform the work
plan are estimated hours. After considering hours that are
unavailable for audits due to paid time off, administrative
duties, required in-house and external training, meetings
and other time off, the net available hours for audits are
determined.
Combining available hours and audits yielded the audit
plan.
Total hours are considered to be 1,040.
Administrative hours which include items such as:
preparing for and attending meetings, budget reviews, In-
house and external training and general management
functions are estimated at 175 hours.
Time -off includes vacation, sick, holidays and other
available absences. This is estimated at 40 hours.
This leaves 825 hours available for audits, reviews,
agreed-upon procedures, investigations and advisements.
FY17 INTERNAL AUDIT PLAN
AUDITS/REVIEWS/PROSPECTIVE ANALYSIS/
AGREED-UPON PROCEDURES ENGAGEMENTS
Contract Administration Audit — Evaluate the process and
determine if accountability is in place — 400 Hours
Agreed -Upon Procedures Engagements — Evaluate certain
contracts/bids/purchases, etc. - 150 Hours
Vendor Master File Audit — Determine if controls are
designed properly and operating effectively - 200
Total Audit/Reviews/Agreed-Upon Procedures Hours =
750 Hours
INVESTIGATIONS/ADVISEMENTS/RISK
ASSESSMENT/ANNUAL AUDIT PLAN/ANNUAL
REPORTS
This section is estimated at 75 Hours
TOTAL AUDITS/REVIEWS/PROSPECTIVE
ANALYSIS/AGREED-UPON
PROCEDURE S/INVE STIGATIONS/ADVISEMENT/
RISK ASSESSMENT/ANNUAL AUDIT
PLAN/ANNUAL REPORTS = 825 HOURS
City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
File #: ID 17-196, Version: 1
Legislation Text
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM: Bryan Langley
AGENDA DATE: March 28, 2017
SUBJECT
Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the City of
Denton Employee Health Clinic and Operation Management Services; and providing an effective date (RFP
6198 -awarded to CareHere, LLC in the amount of $20.00 per employee per month (PEPM) for an estimated
annual cost of $386,325 for management costs and $566,000 for salaries and supplies with a five (5) year total
not -to -exceed $5,010,300).
BACKGROUND INFORMATION
The City of Denton opened the Employee Health Center (Clinic) in December of 2011 in office space provided
by Denton Regional Medical Center in the professional building attached to the hospital. Through a Request for
Proposal (RFP) process, the City secured the services of CareHere, LLC, to oversee the Clinic operations and
manage the medical staff, who are contract employees of CareHere, and not the City. Our initial staffing model
consisted of a full-time physician, a part-time physician, and two medical assistants. The Clinic is currently
staffed with a part-time physician, a full-time nurse practitioner, a part-time nurse practitioner, and three
medical assistants. The staffing model has evolved over time due to many factors including the need to provide
more available appointments to meet demand, staff turnover, availability of providers in the immediate labor
market, and staff salary costs.
The Clinic essentially provides all services that a family practice physician performs, in addition to various lab
draws that are sent to an outside laboratory for processing. During the first four full years of operation, the
Clinic has provided over 35,000 patient appointments to employees, retirees, and dependents that are covered
on the City's self-funded health plan. As Table 1 below shows, the Clinic's number of appointments offered
and utilized has increased each year since it opened.
Table 1 - Clinic Utilization
2012
2013
2014
2015
% Change ('14
to '15)
Appointments
8,388
8,747
9,198
9,558
3.91%
Available
Appointments
61747
7,551
8,520
8,650
1.53%
Utilized
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tilization % 180.4% 186.3% 192.6% 190.5% —71
We have worked diligently to add additional provider appointment hours to meet the demands that come with
increased utilization. Based on feedback that at certain times during the year (i.e. cold and flu season, the last
two months of the Health Risk Assessment follow-up time period) it
was extremely difficult to get an appointment, we added additional "sick visits" and extra provider hours to the
schedule during these peak times.
While the Clinic provides a wide array of primary care health services, our main focus is on prevention and
wellness. The Clinic serves as the access point for our Healthy Incentives Program (HIP) which provides
qualifying employees with a $40 per month savings on their health coverage if they meet the HIP criteria. The
most important piece of the HIP program is the required Health Risk Assessment (HRA) which is performed at
the Clinic. The HRA consists of a blood draw and comprehensive lab analysis, as well as a follow-up visit with
the medical staff at the Clinic to go over the results.
In addition to the HRA and follow-up, employees must earn "activity points" over the course of the year to
qualify for the HIP premium differential. Activity points can be earned as follows:
• By meeting certain biometric measurements (BMI/waist circumference, blood pressure, HDL
cholesterol, glucose, and tobacco use);
• By having certain age and gender appropriate health screenings performed (mammogram, PSA, skin
cancer, colonoscopy, dental, and vision, etc.);
• By accessing information on the CareHere website (health and wellness articles, recipes, exercise
videos, quizzes, etc.); and
• By participating in City sponsored health and wellness activities (Benefits & Wellness Fair, blood
drives, National Start Walking Day, on-site flu shot clinics).
In the first four full years of operation, the Clinic has conducted over 3,300 HRA's with 821 being performed
in 2015. Approximately 730 employees qualified for the HIP premium differential for 2016.
The Clinic service model is designed to reduce waiting room times and ensure that patients have a full 20
minute appointment with a medical provider. This model, coupled with the HRA data on employees, allows the
provider a better opportunity to influence an employee's overall health. For example, if an employee comes in
for treatment of their seasonal allergies, there is sufficient time within the appointment for the provider to
discuss how the employee is doing managing their diabetes or high cholesterol, if applicable.
CareHere reports that 71% of HRA participants in 2015 have maintained or decreased their overall risk factors.
For example, the number of HRA participants with an unhealthy AIC level (a blood test used to monitor blood
glucose for diabetics) decreased by 9% in 2015. The number of HRA participants with a total cholesterol level
over 200 decreased by 13%. However, when looking at Body Mass Index (BMI), the number of employees in
the Overweight/Obese categories increased by 7%.
Employees continue to report high satisfaction with the Clinic and the Clinic staff. In a 2015 Patient
Satisfaction Survey, 70% of the respondents indicated that the Clinic is their "first stop for any illness, health
concern, or wellness visit." When asked if employees would recommend the Clinic to a co-worker or family
member, 81% said that they would, and 84% of respondents said the Clinic "is a valuable feature of my total
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benefit plan." And 90% of the respondents believe that the Clinic staff is "friendly, caring, and sensitive to my
needs."
Respondents to the survey had great things to say about the Clinic. One person stated "I only use the Health
Center. I feel like it is one of the BIGGEST perks I have at the City." Another commented "It has made it
possible for me to greatly improve my health." And another employee really summed up what we hoped would
happen when we opened the Clinic "I think the health risk assessment is great. I never knew some of my
numbers and probably wouldn't now. I know of more than one person that found a life threatening illness early
due to the HRA and the health center."
As evidenced by Table 2 below, the City has been consistently able to provide an office visit at our Clinic for
less money that it costs an employee to access care within our health plan, saving the City over $625,000 in
care "diversion" in 2015, and an estimated $2,750,000 since the Clinic opened.
Table 2 - Average Cost Per Primary Care Office Visit
2012
2013
2014
2015
Change ('14
to '15)
United Healthc
$223.15
$131.81
$145.65
$136.54
(6%)
Clinic
$75.40
$67.25
$70.04
$63.91
(9%)
Savings Per Vi
$147.75
$64.56
$75.61
$72.63
*-cost data reported by United Healthcare for primary and preventative care office visits
Additionally, CareHere estimates that the City has saved $3.97 in health care related expenses for every $1
invested in the Clinic (Return -on -Investment).
According to the data provided by CareHere, and based on feedback from our employees, it appears that the
Clinic has become a valuable benefit to our employees, retirees, and dependents, and is beginning to have the
desired impact on our overall employee health. We anticipated as we began this endeavor that it would take
five to seven years to start seeing any measurable reduction in health care cost. And although medical and
pharmacy costs continue to increase, our overall trend numbers are below the industry average, and we are
seeing positive changes in many of our patients' health indicators that drive that cost.
Since the beginning, CareHere has been a valuable and trusted partner in helping the City develop, open, and
grow the Clinic. We have ongoing, open dialogue regarding the operation of the Clinic, with the goals of
improving care for our employees, retirees, and dependents, while positively impacting their overall health
guiding our decisions. CareHere brings local (DFW area), state-wide, and national experience to these
discussions with expansive resources to help meet our needs.
Request for Proposals
The City's initial contract with CareHere will expire at the end of February 2017. As a result, the City prepared
RFP 46198 - Employee Health Clinic Operation and Management Services.
The RFP was sent to 368 prospective suppliers. In addition, specifications were placed on the Materials
Management website for prospective suppliers to download and advertised in the local newspaper. The City
received seven (7) responses from interested companies that met our minimum specifications.
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A four person review committee evaluated the proposals on the following criteria:
• Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs
(20%)
• Indicators of probable performance under contract (30%)
• Price, total cost (50%)
After the review committee's initial evaluation, two responses separated themselves from the others (CareHere
and Concentra). Those two companies were brought in to make formal presentations, to answer additional
questions, and to discuss their proposals in greater detail.
Based on their proposals, the additional information gained and clarified during the formal presentations, and
reference checks, the review committee scored CareHere the highest and believe they provide the best overall
value to the City.
Evaluation - Cost
The total cost to operate the Clinic can be broken down into two separate components:
1. Administrative cost - this is the amount that is paid to the contractor for operation, management, and
oversight of the Clinic. This is typically a set amount, on a per employee per month (PEPM) basis, and
includes the fees to:
a. Manage the Clinic;
b. Provide the Electronic Medical Record (EMR) system;
c. Provide online patient portals and appointment scheduling; and
d. Provide wellness resources including website, health coaches, nutritionists, etc.
The administrative cost also includes the contractor's profit and overhead expenses.
2. Operational cost - these are typically "pass through" costs that are
operation of the Clinic, or paid directly by the City to the vendor.
without markup, and include:
a. Clinic staff salaries and benefits;
b. Medical supplies and equipment;
c. Expenses for outside lab work;
d. Office lease;
e. Office utilities;
f. Office supplies and equipment; and
g. Medical malpractice insurance.
billed to the City for the day-to-day
These are billed on a monthly basis,
In evaluating the total cost of each proposal, while the main component is the PEPM administrative cost paid to
the contractor, we also evaluated the lab costs for various high frequency tests, and the costs associated with the
annual HRA. We also factored in one-time cost for implementation, transition, and data transfer associated with
a new vendor coming onboard.
While Concentra had a lower estimated five (5) year total cost, CareHere did reduce their PEPM cost by $1.50
(estimated $135,000 savings over five (5) years). Additionally, CareHere has
always included the cost of one HRA per employee within their PEPM administrative cost, while all other
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vendors pass that cost through to the City.
Other potential costs of changing vendors, that are not as easy to quantify, include:
1. Staff turnover - the Clinic medical staff are contracted/employed by CareHere. It was our intent to retain
the current Clinic staff, if possible, to preserve the continuity of care for the patients. All the providers
and medical assistants are well liked and respected by the Clinic patient base, and by City staff that
engage with them. There was the possibility that a new vendor might not want to retain the staff, or that
the staff might not want to work for/be contracted with the new vendor.
2. Medical records transfer - while the hard dollar costs to transfer the data from one EMR system to
another was built into the proposer's estimated costs, the time and disruption of having to get
permission from each patient to transfer those records to another company would also impact the Clinic.
So while Concentra's overall estimated five (5) year total cost was approximately $375,000 less than CareHere,
when factoring in the above risk factors, and the fact that we will be experiencing a savings as indicated from
CareHere lowering their PEPM fee, the $75,000 per year savings in the context of a $20,000,000 health plan
budget does not seem that great.
Evaluation - Performance
CareHere has established themselves as a strong, flexible, and responsive partner for the Clinic. As illustrated
in Tables 1 and 2 above, the Clinic has continued to grow and expand services,
while remaining a cost effective alternative to seeking care from providers under the insurance plan. As such,
we have a baseline understanding of what the City expects from a Clinic manager and the means to achieve our
shared outcomes.
Both CareHere and Concentra have several clinics in the DFW area, and a clinic presence throughout Texas,
and across the country. Although many of Concentra's clinics are focused on occupational health (post job
related injury care, workers' compensation, employee physicals, work related immunizations, and drug testing),
the review committee had confidence in Concentra's ability to operate and manage our Clinic. However,
several areas concerned us when compared to our experience with CareHere:
1. Lack of expressed commitment to retain the current Clinic staff - one of the main keys to a successful
clinic is the provider/patient relationship. Throughout the RFP document we made it clear that it was
our intention to retain the current provider staff at the Clinic. While Concentra indicated they would
make an attempt to do so, nothing in the RFP response, or the interview, gave the review committee any
confidence that retaining the current staff was a priority for them.
2. No afterhours call center/nurse line - the Clinic currently has a 24/7 call center and nurseline that
patients can call to schedule appointments, seek minor medical triage, or request information from the
Clinic. This service is utilized approximately 100 times per month after normal Clinic business hours.
Concentra does not offer this service.
3. Minimum age requirements for patients - the Clinic currently sees patients who are two (2) year of age
and older. Concentra will not see patients who are less than five (5) years of age. The Clinic currently
treats 37 children between 2 - 5 years of age, and provided 41 patient encounters last calendar year to
that demographic. A change in companies would require these employees to find alternate care for their
children within the health plan, which would increase their out-of-pocket costs.
4. Wellness program is provided by a third -party vendor - the entire wellness platform proposed by
Concentra, including wellness coaches and the web services, is out -sourced to a third -party vendor.
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RECOMMENDATION
Staff recommends awarding a one (1) year contract, with four (4) one-year options to renew, to CareHere, LLC,
for a total five (5) year contract award not -to -exceed $5,010,300. The five (5) year management costs are
estimated at $2,005,300 and the salaries and supplies are estimated at $3,005,000. This total five (5) year cost
estimate includes a 2% increase in employees per year.
PRINCIPAL PLACE OF BUSINESS
CareHere, LLC.
Brentwood, Tennessee
ESTIMATED SCHEDULE OF PROJECT
February 21, 2017, through February 21, 2022.
FISCAL INFORMATION
Funding is budgeted in the Health Insurance Operating Fund account 850500.6706.0001.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Organizational Excellence
Related Goal: 1.2 Develop a high-performance work force
EXHIBITS
Exhibit 1: Evaluation and Ranking Sheet
Exhibit 2: Ordinance
Exhibit 3: Contract
Exhibit 4: Staff Presentation
Respectfully submitted:
Ethan Cox, 349-7421
Customer Service Manager
For information concerning this acquisition, contact: Scott Payne at 349-7836.
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EXHIBIT 2
ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE CITY OF DENTON EMPLOYEE HEALTH CLINIC AND OPERATION
MANAGEMENT SERVICES; AND PROVIDING AN EFFECTIVE DATE (RFP 6198 -
AWARDED TO CAREHERE, LLC IN THE AMOUNT OF $20.00 PER EMPLOYEE PER
MONTH (PEPM) FOR AN ESTIMATED ANNUAL COST OF $386,325 AND A FIVE (5) YEAR
TOTAL NOT -TO -EXCEED $2,005,280).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to enter into a professional service
contract with CareHere, LLC, to provide an employee health clinic and operation management
services for the City of Denton, a copy of which is attached hereto and incorporated by reference
herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 6198 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2017.
EXHIBIT 2
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:
EXHIBIT 3
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CAREHERE, LLC.
(CONTRACT 6198)
THIS CONTRACT is made and entered into this date , by
and between CareHere, LLC, a limited liability company, whose address is 5141 Virginia Way,
Suite 350, Brentwood, TN 37027, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City's document
RFP 6198- Employee Health Clinic Operations and Management Services, a copy of which is on
file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract
consists of this written agreement and the following items which are attached hereto and
incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) Contractor's Proposal. (Exhibit "B");
(c) Scope of Work (Exhibit "C");
(d) City of Denton Standard Terms and Conditions (Exhibit "D");
(e) Insurance Requirements (Exhibit "E");
(f) Certificate of Interested Parties Electronic Filing (Exhibit "F");
(g) Request for Proposal (Exhibit "G" on File at the Office of the Purchasing
Agent);
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
DocuSigned by:
BY.
AUH --C 3B9DCF7SP46D... PURE
Date: 2/15/2017
Ben Barker
Name:
Title: chief operating officer
615-275-9676
PHONE NUMBER
bbaker@carehere.com
EMAIL ADDRESS
Bbaker@carehere.com
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
TODD HILEMAN
CITY MANAGER
Date:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
BY: 1
E21B98
6 �n64�O
- CC2AM439...
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $5,010,300. Pricing shall be per Exhibit B attached
unless additional services are added or such pricing is otherwise modified by mutual agreement.
City and Contractor agree to meet on an annual basis and review the Total Contract Amount for
potential adjustment by mutual agreement subject to applicable law.
2. Monthlv Billing/Pricing
The overall monthly administrative cost/fee shall be calculated by the City based on the per
employee per month (PEPM) Clinic Administrative Cost/Fee multiplied by the number of
employees enrolled in the health plan for that month, as provided by the City. The Contractor shall
also provide a detailed list of expenses incurred in the prior month, for review and acceptance by
the City. All supplies and equipment purchased under the contract should be itemized and at cost,
with no marls -up. The invoice shall include hours worked by staff member and the agreed upon
hourly rates for all staffing provided in the prior month.
3. Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Contractor
shall have the option to renew this contract for an additional four (4) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation
Prices for the staffing services described must be firm for a period of one year from date of contract
award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau
of Labor Statistics, Current Employment Statistics (CES) for all employees, thousands, education
and health services, seasonally adjusted (CES6500000001) unless another methodology is agreed
upon by the parties. The price will be increased or decreased based upon the annual percentage
change in the CES. The maximum escalation will not exceed +/- 8% for any individual year. The
escalation will be determined annually at the renewal date. Should the CES change exceed a
minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in
accordance with the CES change not to exceed the 8% limit per year. The Contractor should
provide documentation as percentage of each cost associated with the unit prices quoted for
consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must also
provide supporting documentation as justification for the request.
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a properly
submitted request. If a properly submitted increase is rejected, the Contractor may request
cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
The request can be sent by e-mail to: purchasingg.citvofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Scope Modification
The "Cooperative Purchasing/Piggy Back Option" as indicated in the Solicitation Documents
(Exhibit B, Main document, Section 9), shall be removed. This contract will not be made available
to other governmental agencies.
6. Authoritv to Contract
Contractor represents that it has the authority to enter into this Contact and that the owners, Ben
Baker and Ernie Clevenger, have the authority to contractually bind the Contractor. All other
signatories, with the respect to any medical services agreement, including this Contract 6198, or
modification thereof, are expressly void and do not have the authority to bind the Contractor unless
otherwise expressly provided for in writing by the aforementioned owners.
7. Standards of Medical Professional Performance
Contractor shall contract with the independent medical professionals such that the medical
professionals are obligated to perform or deliver the following, where applicable:
(a) The medical professional shall determine his or her own means and methods of
providing medical services in connection with this Contract.
(b) The medical professional shall comply with all applicable laws and regulations with
respect to the licensing and state regulations.
(c) The medical professional shall provide the Services in a manner consistent with all
applicable laws and regulations and in a professional manner consistent with medical services
provided in the community.
(d) The medical professional shall maintain, during the term of this Contract,
Appropriate Credentials including:
(1) A duly issued and active license to practice medicine and prescribe
medication in the State of Texas;
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
(2) A good standing with his or her profession and state professional
association;
(3) The absence of any license restriction, revocation, or suspension;
(4) The absence of any involuntary restriction placed on his or her federal DEA
registration; and
(5) The absence of any conviction of a felony.
(e) In the event that any medical professional (1) has his or her license to practice
medicine or prescribe medication restricted, revolted or suspended, (2) has an involuntary
restriction placed on his or her federal DEA registration, (3) is convicted of a felony, or (4) is no
longer in good standing with his or her professional or state licensing authority, Contractor shall
promptly remove that Medical Professional and replace such medical professional with another
medical professional that meets the requirements of this Contract.
8. Noncompliance by the Medical Professional
In the event that the City becomes aware of any failure by a medical professional to comply with
the obligations of the medical professionals which are contemplated by this Contract, the City shall
immediately provide written notice to Contractor of such failure, which written notice shall
describe the failure in reasonable detail, and Contractor e shall use reasonable business efforts to
address such failure. In the alternative, Contractor may arrange for the substitution of another
person as such medical professional.
9. Medical Records
Contractor and the medical professionals shall maintain medical records with respect to all of the
patients, all of which medical records shall be maintained in a professional manner consistent with
the accepted practice of the community in which the medical professionals provide the medical
services in connection with this Contract. Contractor shall also require the Medical Professional
comply with the HIPAA privacy standards. All patient records maintained in connection with this
Contract shall be the sole property of the medical professionals and Contractor.
The City understands and agrees that all of the medical records and other protected health
information maintained by the medical professionals will be held by the medical professionals in
strictest confidence, and that the City will not be entitled to have access to the medical records
maintained by the medical professionals, in the absence of an appropriate written authorization
from the patient/employee or permitted disclosure authorized by applicable law.
In the event of termination for any reason, Contractor agrees to electronically transfer all medical
records to any successor clinic administrator selected by the City. The electronic transfer of these
records will be in an industry standard format to be determined by Contractor and the City agrees
to pay to Contractor an amount of $2,500 for such transfer. In the event the City requests a specific
format or requests any additional preparing, packaging, testing or similar process, the electronic
transfer of medical records will be dependent upon the successor clinic administrator or the City
agreeing to pay the costs, up to $7,500, to Contractor to cover expenses associated with preparing,
packaging, testing, transferring, and verifying the electronic transfer of medical records to the
successor clinic administrator.
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAHWUAit B
Presented by:
September 22, 2016
CareHere, LLC
5141 Virginia Way
Suite 350
Brentwood, TN 37027
carehere.com
Bernie Livers
Vice President of Sales and Marketing
P:(615)495-5299
F: (615) 467-8893
blivers@carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAHWUAit B
RFP 6198 Pricing Sheet for Employee Health Clinic Operations & Management Services - BAFO
Services Proposal Pricina
ITEM
Quantity
Mme
Periotl
UOM
Type of Service Requested
Cost of Service
Total Cost of Service
Implementation (One Time Costs)
$116.22
His
Physician (MD or DO)
$ 87,165.00
1
1
1
EA
Implementation Fees
0.00 $
2
1
14EA.ata
HR
ransition Com/Fees
0.00 $
3
1
1
HR
Transfer Costs/Fees
0.00 $
Monthly Cost
NA
NA
HR
Nurse (RN)
NA
14
4
1500
12
PEPM
Overall Per Employee Per Month (PEPM) Clinic Administrative Cost/Fees
$ 20.00 $ 360,000.00
5
1500
12
PEPM
Disease Management Administration Com (if not included in above PEPM fee)
$
$
6
1500
12
PEPM
Wellness Program (if not included in above PEPM fee)
$
$
7
900
12
EA
Supplement #1- H RA Biometric Costs (If not included in above PEPM fee)
$
$
8
1
12
MO
Malpractice Insurance
$ 438.75
$ 5,265.00
Total Annual Cost
$36S,26S.00
Staffina Hourly Rates (ranged
ITEM
DESCRIPTION
Type of Service Requested
UOM
Type of Service Requested
Cost of Service
9
$116.22
$116.22
His
Physician (MD or DO)
$ 87,165.00
10
$88.40
$93.64
HR
Nurse Practioner(NP)
$ 204,750.00
11
NA
NA
HR
Physician's Assistant (PA)
NA
12
NA
NA
HR
Nurse (LVN)
NA
13
NA
NA
HR
Nurse (RN)
NA
14
$20.84
$2367 `
His
Medical Assistant(MA)
$ 133,140.00
15
NA
NA
HR
Office Administration
NA
Services Proposal Pricina: Services (if not included within PEPM Dricina)
mmmm
DESCRIPTION
Type of Service Requested
UOM
®
mCholesterol
Test (Lipid Panel--HDL/LDL, Total Cholesterol, Trigylcerides)
33
®
m.00d
1�ga,Test (Fasting and Non -Fasting)
Cost of Service
28
Included in Staffing
EA
Post offer Physicals
Included
Strep Test (Rapid and Regular)
m
Annual Physicals
Included
estimate to determine an annual cost of $5,285 annually for mal practice.
Practice Estimate Above
i
The pass-through
Tetanus Shot
pp mately $100,000 and wil require extens ve build out CareHere can also provide a
Hepatitis Vaccinations
cost for a drug test is
®
®
• ••
®
®
Lal Draw
®
®
lProcessing
not charge an
m
Services Pronosal Pricing: Optional Services
ITEM
DESCRIPTION
TOTAL
UOM
Type of Service Requested
Worker's Compensation and Occupational Health Services
$3 PEPM
33
On -Site Registered Dietician for 16 hours a week
Included in PEPM
Cost of Service
28
Included in Staffing
EA
Post offer Physicals
Included
29
EA
Annual Physicals
Included
estimate to determine an annual cost of $5,285 annually for mal practice.
Practice Estimate Above
i
The pass-through
pp mately $100,000 and wil require extens ve build out CareHere can also provide a
cost for a drug test is
',
portable X -Ray Unit for approximately $44,387 Both options will require a full-time Radiology
$9.50. CareHere does
30
EA
Drug Test Collection
not charge an
additional fee for the
collection.
31
i
I EA
Onsite X -Ray Machine
$44,387-$100,000
Cost of Additional Services Identified by Respondent:
ITEM
DESCRIPTION
TOTAL
32
I
Worker's Compensation and Occupational Health Services
$3 PEPM
33
On -Site Registered Dietician for 16 hours a week
Included in PEPM
Included in Staffing
34
`:
Medical Benefits are included for the onsite clinic staff. Benefits are included in the staffing rates.
Rates
CareHere charges 65 cents per visit for Mal -Practice Insurance CareHere used good faith
Included In Mal -
35
estimate to determine an annual cost of $5,285 annually for mal practice.
Practice Estimate Above
i
CareHere can provide multiple options for an Onsite X -Ray machine. A permanent unit will cost
pp mately $100,000 and wil require extens ve build out CareHere can also provide a
36
',
portable X -Ray Unit for approximately $44,387 Both options will require a full-time Radiology
Technician, Supplies/Film, and other additional on-going operational expenses.
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAHWUAit B
BUSHNIESSO"VERVIEW QUESTION NAI RE AND
FORMS
1. Contract Information (for formal contracting purposes):
Firm's Legal Name:
CareHere, LLC.
Ad d ress:
5141 Virginia Way
Suite 350
Brentwood, TN 37027
Agent Authorized to sign contract (Name):
Bernie Livers
Vice President of Sales and Marketing
(615)495-5299
Agent's email address:
BLivers@CareHere.com
2. Subsidiary of:
N/A
3. Organization Class:
Corporation
4. Tax Payer ID:
CareHere's Employer Identification Number is 54-2138297.
5. Date Established:
CareHere, LLC was founded by President and Chief Executive Officer Ernie Clevenger and
Chief Operations Officer Ben Baker in 2004.
6. Historically Underutilized Business:
IM
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAHWUAit B
7. Does your company have an established physical presence in the State of Texas, or
the City of Denton? Yes or No, in which?
Yes. CareHere operates 22 clinics in the State of Texas and currently manages the existing
health clinic operation for the City of Denton. CareHere has been a partner of the City of
Denton since 2011.
8. Please provide a detailed listing of all products and/or services that your company
provides.
Our patient -centered healthcare model offers primary and episodic/acute care, preventive
medicine, wellness management, chronic disease management/counseling, health coaching,
and occupational health and workers compensation medical care. Some of the key features of
our model include health risk assessments (HRAs) and biometric screenings, case and disease
management programs, and appointments lasting a full 20 minutes to build the relationship
between the provider and patient. Our technology capabilities have been enhanced which
recently includes a newly upgraded electronic medical record (EMR), and an online
appointment scheduler. We also offer an online wellness tracking through CareHere's Wellness
Website.
Services that CareHere provides:
• Onsite Biometric Screenings
• Biometric screening options other than onsite draws
• Targeted intervention programs
• Health coaching
• Behavior change programs
• Incentive design, tracking, and administration
• Account management expertise and support
• Interactive health improvement programs
• Online health assessment questionnaires
• Paper health assessment questionnaires
• Educational materials
• Marketing or communication materials
• Reporting and data analysis
• Social media as part of your programs
• Employer and consultant access to administrative data reporting portal
• Integration of carrier claim/Rx for analytics and reporting
• Ability to export clinical/lab data to medical carriers (ex. zero dollar claim submissions)
• Disease management
• Wellness program consulting
• Online member personal health record and wellness portal
• Patient satisfaction survey
• IT support center
• Customer service call center
• Online clinic scheduling ability
• Telephonic clinic scheduling ability
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAUMUAit B
9. Has your company filed or been named in any litigation involving your company and
the Owner on a contract within the last five years under your current company name or
any other company name? If so provide details of the issues and resolution if available.
Include lawsuits where Owner was involved. (Notice: Failure to disclose this information
during proposal submission, and later discovered, may result in contract termination at
the Owner's option.)
No. CareHere nor the owners, Ernie Clevenger and Ben Baker, filed or been named in
litigation that could potentially have a material adverse effect on CareHere's business.
10. Have you ever defaulted on or failed to complete a contract under your current
company name or any other company name? If so, where and why? Give name and
telephone number of Owner.
No. CareHere has never defaulted or failed to complete a contract.
11. Have you ever had a contract terminated by the Owner? If so, where and why? Give
name and telephone number (s) of Owner (s).
CareHere has not had an Owner terminate a contract during the duration of the contract, but
instead opt to not renew a contract after the contract has expired.
12. Has your company implemented an Employee Health and Safety Program
compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926
"General Construction Standards" as they apply to your Company's customary
activities?
http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doctype=STANDARDS&p_
toc_level=1 &p_keyvalue=1926
CareHere's Employee Health and Safety program is compliant with 29 CFR 1910 "General
Industry Standards".
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: lC5470EB-Al6E-4E6D-A401-62DAB8Cl446F
13. Resident/Non-Resident Bidder Determination: Texas Government Code Section
2252002 Non-resident bidders. Texas law prohibits cities and other governmental
units from awarding contracts to a non-resident firm unless the amount ofsuch a bid
��Mower than the MovveMtO�d��TeMaMreOMentMMthe arnoMntthe TeMaMreOment
wo��dMeeOMMredtoMnder�Od Mnthe nonMr��dent��ddeMMOte. Mnoder tomaMeth��
determination, please provide the name, address and phone number of:
a. Responding firms principle place of business:
Cure8cre`LLC
5141 Virginia Way
Suite 350
Brentwood, TN37O27
(615) 221-5901
b. Company's majority owner principle place of business:
Ernie Clevenger
President & Chief Executive Officer
Ben Baker
Chief Operating Officer
5141 Virginia Way
Suite 350
Brentwood, TN 37027
(615) 221-5901
c. Ultimate Parent Company's principle place of business:
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
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14. Provide details to support the evaluation criteria, including experience and delivery.
CareHere has over twelve years of experience in day-to-day management and operation of 208
onsite health and wellness clinics. This includes providing patient -centric services to 300,000+
members accessing over 1,000,000 appointments in 2015 nationwide. The majority (nearly
70%) of Carehere's clinics are managed for clients in the public sector. Additonally, CareHere
manages 22 clinics throughout the State of Texas and has managed the City of Denton's
existing Health Clinic operation since 2011.
During this time, our health clinic management team has developed successful strategies
and implementation processes to ensure an efficient operation of each client's health clinic.
CareHere's care model includes the coordination of overall patient care, chronic disease
management, wellness coaching, and health risk assessments.
Our patient -centric approach to providing onsite healthcare focuses on the members, by
creating convenient access to care for them and their families. By using our onsite services,
we provide public entities/clients with the means to decrease claims cost significantly,
while improving the overall health and morale of the employees. Our model helps our
partners experience positive outcomes including high patient engagement, chronic disease
management, and high patient satisfaction.
CareHere has developed wellness and disease management programs. Patients can self -
refer or be referred from the CareHere health center provider and can self -guide or work
with a CareHere health coach. Some of the health management programs include, but are
not limited to: Weight Management, Stress Management, Diabetes Management, Mental
Health Management, Lipid Management, Pre -Diabetes Management, Smoking Cessation,
Cardiovascular Risk Reduction, Plan of Care Compliance, Addiction Intervention, and
Hypertension Management.
What sets CareHere apart is the standard of our capabilities, impact, proof, and cost. We
consistently have shown the impact of our capability to provide integrated, patient -centered
primary care and wellness at a lower cost than the fragmented, fee-for-service retail system.
Our transparent cost model and invoicing shows our clients exactly what they are paying for
to operate the health center, and illustrates the lack of markup pricing that is often seen in
other fee-for-service models. We place great importance on our reporting capabilities, which
clearly communicates the status of the health clinic, and the achieved ROI. Time after time,
the individual patient stories convey that providing convenient access to quality health care
and wellness are valuable for employee health/morale. The savings are equally robust, offering
what we believe is the best overall value to the City of Denton.
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
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15. Provide details on how firm meets the minimum qualifications stated in this Main
docMment MectMon M.
a. The details must be completed on this form, and shall not point to another document
Mn the e ?ondentNMroMoMaM
b. Sign below and return form with final submission.
As a leader in the onsite/near-site health and wellness industry CareHere not only meets
the minimum qualifications, but exceeds them. With over twelve years of experience
providing exceptional onsite/near-site health centers and behavioral management programs
to businesses and municipalities, we are confident that our services will allow us to continue
our existing partnership with the City of Denton and its providers to empower individuals
and their families to achieve well-being and health through quality, cost-effective healthcare.
CareHere is solely dedicated to managing and operating onsite/near-site clinics. This approach
will yield results that will continue to be in the best favor of the City. As an independent health
and wellness organization, CareHere has no ownership ties to medical service providers in any
form. This allows CareHere to focus its operations on providing employers with services for
the development and management of onsite medical care and wellness initiatives.
CareHere has provided the following references to comply with minimum qualifications. The
City of Denton is encouraged to contact the following references:
CITY OF GALVESTON
Galveston, TX
Kent Etienne
Director of Human Resources
(409) 797-3655 (w)
CareHere Clinic
Opened August 2007
ECTOR COUNTY
Odessa, TX
Pat Patton
Director of Human Resources
(432) 498-4025 (w)
CareHere Wellness Center
Opened August 2008
MIDLAND COUNTY
Midland, TX
Mitzi Baker
Midland County Treasurer
(432) 688-4885 (w)
CareHere Clinic
Opened February 2009
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAHWUAit B
CareHere is registered in the state of Texas to provide the products or services required in the
solicitation and possesses all licensure required by the state to provide any services required
under this contract. Carehere currently operates 22 clinics in Texas and is well equipped to
continue operating the City of Denton's clinic.
All submittal documents including a cover sheet, Solicitation Checklist, and Attachments
A -F and Exhibit 1 have been completed per the method described in SUBMITTAL
INSTRUCTIONS.
I certify that our firm meets the minimum qualifications as stated in this Main document,
Section 3.
�"rr
Signature
Brentwood,TN 1 615.221.5901 1 carehere.com
CareHere, LLC. September 21, 2016
Company
Date
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
ConFAUMUAit B
ATTACH M E N T A (MrAll
Brentwood, TN 1 615.221.5901 1 carehere.com
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
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1. List all the services that you are proposing to provide at the onsite/near-site clinic.
Onsite/Near-Site Medical Services
• CareHere will provide the highest quality primary care and minor emergency medical
services for non -occupational illnesses and injuries, Monday through Friday to members
age 24 months and older. The exact hours of operation will be determined after the
contract is awarded;
• Provide appropriate medical professionals to staff the clinic during the prescribed hours.
• Provide sufficient "relief" medical professionals to staff the clinic in cases of illness,
vacation, training, or to temporarily fill-in when vacancies occur;
• Provide inoculations and immunizations including, but not limited to, flu and tetanus
shots as desired or promoted by the City;
• Conduct pre-employment physicals as requested;
• Plan, develop and support wellness initiatives in conjunction with the City's wellness
program, including but not limited to:
• Health screenings such as blood pressure checks, HDL/LDL cholesterol, blood
glucose, total BMI and other screenings as requested during the year
• Provide employee follow-up and education
• Chronic disease management, monitoring, and employee education
• Coordination with the City's wellness program to support wellness related
activities
• Assist the City in developing wellness initiatives that have a direct impact on
potentially reducing identified health risks in the City
• Provide support for the City's Healthy Incentives Program
• Provide education, support and assistance to patients in the form of live/
telephonic/online health coaching, nutritionists, etc.
• If services are expanded in the future, serve as a collection site for pre-employment,
random, reasonable suspicion, post -accident and follow-up drug testing in accordance
with DOT and the City's testing requirements and procedures:
• Provide for proper chain of custody and all necessary forms
• Provide for collection supplies
• Provide for or make arrangements for transportation of specimens to laboratories
• Maintain the current clinic model of each patient having a full 20 minute appointment
with the medical provider (i.e., in an hour time period only 3 appointments are available
per provider)
Wellness Services
• Health Risk Assessment
• Wellness Classes
• Pre -Diabetes Management
• Cardiovascular Risk Reduction
• Tobacco Cessation
• Weight Management
• Lipid Management
• Exercise Adherence
• Nutritional Counseling
• Stress Management
• Mental Health Management
• Hypertension Management
• Addiction Intervention
• CareHere's Wellness Website
• Physician/Nurse "Reach Out" Program
• Population Health Management
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Technology and Health Services
• Electronic Medical Records
• Data Analytics
• ROI Analysis
• Tracking Programs
• Trend Analysis
• Survey Results
• 24/7 Support Line
• Smartphone Application
• Physician Health Seminars
2. How are appointments scheduled?
• 1-800 Bilingual Customer Support
• Reporting
• Risk Predictions
• Online Scheduling System
• Self -Care Education Tools
• Clinic Inventory
• Clinic Best Practices
• Population Promotions/Incentives
• Online Medical Management
Appointments can be scheduled both online and telephonically (via our 24/7 toll free hotline).
The majority of appointments are scheduled by the employee and dependents (patients)
themselves via a secure online appointment scheduler. Once an individual is enrolled it
takes about twenty seconds to schedule an appointment online. For those individuals with
no computer access or who are uncomfortable with the online process, we have a call center
staffed with trained representatives who schedule appointments on behalf of the patient. Thesc
approaches are included in our monthly management fee at no cost.
Below is a list of the online appointment scheduling capabilities:
• 24/7 Member Access
• Members can view the available appointment slots for each provider
• Members can schedule appointments up to 90 days in advance
• Email notifications are sent to patients for appointment reminders when the appointment is
book at least 48 hours out
• Members can indicate the reason for the visit during the scheduling processes to help
prepare the medical provider for the appointment
• Back-to-back appointments can be scheduled for new patients, for preventive check-ups like
male exams and Well -woman exams, or if there are multiple medications refills desired.
A confirmation email and/or text will be sent to the member when an appointment is
scheduled, depending on member preference.
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Type your symptoms, reason for appointment, or comments;
Please let us know of you have flu-like symptoms (fever, cough, body aches).
How would you like to be reminded of your appointment?Both
E-mail Address: testAcctcarehere.con
Mobile Phone Number: 11112223345 ii 1 elect an option �
Remind me g Hours in advance of the appointment.
Confirm Your,Appoint e�t ;Reset
3. Describe any alternate methods of scheduling appointments if the primary method
.? not aMa.?a.?e.
For those individuals with no computer access or who are uncomfortable with the online
process, we have a call center staffed with trained representatives who schedule appointments
on behalf of the patient. These approaches are included in our monthly management fee at no
cost.
4. Is the appointment scheduling available online?
Yes. The appointment scheduling process is available online through the online appointment
scheduler, accessible by computer or smartphone.
5. How many appointments per day are you estimating?
CareHere is estimating 24-30 appointments per day on Mondays and Fridays (depending
on coverage for extra sick visit appointments) and 40 appointments per day on Tuesday,
Wednesday, and Thursday.
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allotted to pp
CareHere works to accommodate walk-in appointments by managing the clinic to anticipate
a scheduled appointment use rate of 85 to 90 percent. The remaining 10 to 15 percent of
appointment space is left available for the anticipation of last minute walk-in appointments.
The DCS is responsible for monitoring utilization, and will recommend additional health
clinic hours when utilization increases past 90% of available appointments. While we
encourage all patients to schedule their appointments in advance, it is important to maintain
a utilization level that allows employees to see a provider as soon as possible when a sudden
illness occurs.
7. How will after hour issues be referred?
At no additional charge to the client or the patients, CareHere offers a 24/7 help line available
to patients for triage, medical, or pharmacy related questions. The 24/7 help line is staffed with
medical personnel capable of addressing any concern employees might have. This line often
helps decrease Emergency Room (ER) visits, because the patient's questions can be answered
after hours. If a patient calls in with a life-threatening situation, they are instructed by medical
personnel to call 911. The patients also can use the 24/7 line for scheduling appointments at
the health center and assistance with setting up/troubleshooting a CareHere website account.
8. What level of personnel are you proposing to staff the clinic (i.e. Doctor, Physician's
Assistant, Nurse Practitioner, LVN, RN, etc.)?
CareHere is proposing to keep the staff currently in place in the City of Denton's Health
Clinic. Additionally, CareHere is proposing to include an onsite Registered Dietician in the
PEPM management fee.
CareHere is proposing to staff the existing Physician approximately 15 hours a week, the
existing Mid -Level Providers approximately 45 hours per week, and the existing Medical
Assistants for a total of 120 MA hours per week.
There is currently 1 physician, 1 FT NP, 1 part-time NP, and 3 FT Medical Assistants.
9. What is the projected salary and benefits of each proposed staff member?
Medical benefits are included in CareHere's proposed staffing rates included in the requested
Pricing Sheet.
CareHere projects the following annual salary/cost for a physician, Mid -Level Providers, and
Medical Assistants (medical benefits are included):
Annual Salary/Cost by Position (included benefits)
Physician: $87,165 ($21,791.25)
Mid -Level: $204,750 ($51,187.50)
Medical Assistants: $133,140 ($33,285)
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10. How many hours per day is each staff member projected to be at the clinic?
The physician will be at the clinic for approximately 4.5 hours a day on Tuesday, Wednesday,
and Thursday. The Mid -Level Provider(s) will be at the clinic for approximately 8 hours per
day Monday through Friday and when additional sick visits are necessary there will be an
additional 2 hours of NP provider time on Mondays and Fridays. Each Medical Assistant
(MA) will work 40 hours a week and will spend approximately 8 hours per day at the
clinic. CareHere is proposing to include a part-time Registered Dietician in the clinic for
approximately 16 hours a week. The exact days and hours of operation for the part-time
Registered Dietician will be determined at a later date.
11. Are the rates of pay for the medical staff guaranteed for the length of the contract?
If not, please provide details on expected increases in pay during the contract term.
Each year, we ask the City of Denton to consider merit raises for staff. No increases will be
given unless approved by the City.
12. How will medical staff vacations, illnesses, and continuing education be handled, in
terms of back-up and relief personnel?
CareHere will hire, train, and orient ample staff in the event of absences for vacations,
holidays, and sick leave. CareHere will attempt to fill all positions with our employees. We will
use temporary services to staff the clinic very minimally.
13. If necessary, how will medical staff be selected?
Recruiting the best group of physicians and medical professional staff is the most important
challenge. Our success is directly related to the quality of medical personnel, their warm and
effective interaction with patients, and their willingness to constantly reinvent the care delivery
process through evidence based medicine, patient motivation and study of health outcomes
and data analysis. Recruiting professionals is only part of the job; these professionals need a
clear understanding of both CareHere's and the City of Denton's expectations in order to be
comfortable in their daily work. CareHere generally recruits providers that have active and
thriving practices in the community. Recruitment begins within the network of the employer
so that the providers are familiar with referral patterns and possibly have hospital privileges.
The ancillary staff that is recruited to provide care within the clinic must first meet all state
laws/ credentials. Next, these individuals are thoroughly interviewed to ensure that they are
the best fit for the position.
The CareHere recruiting process is a 26 -step plan to insure that we provide the highest
quality practitioners available. This will require input from the City of Denton. Once the list
of candidates is narrowed down, final interviews will take place with a selection committee
including City of Denton. The City will have the final input in the selection of providers.
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14. Who manages the staff and assures proper credentialing?
Betsy D'Acierno, Executive Director, manages the health clinic staff and the credentialing
process.
15. What specific types of conditions, injuries, and/or illnesses can be addressed
onsite?
CareHere providers have the capability to provide any primary care services needed by the
City of Denton, as primary medical care for employees and dependents is CareHere's core
business. Typical medical issues that are addressed by the onsite medical professional include
(but are not limited to) the following:
Acute Conditions:
• Sore Throats
• Ear Ache
• Headache
• Cough
• Sinus Problems
• Strains
• Sprains
• Musculoskeletal Problems
• Acute Urinary Complaint
Chronic illness evaluation, treatment and management:
• Diabetes
• High Cholesterol
• Wellness Classes
• Nutritional Counseling
• Weight Management
• Exercise Adherence
• Stress Management
• Cardiovascular Risk Reduction
If a patient needs to be seen for a service out of the clinic's scope, our staff will refer the patient
to a local provider or specialist. We will attempt to make all referrals within the City's network
of providers to optimize patient and health plan savings. However, the patient has the right to
select the panel provider of his choice, which could be outside the network.
16. What if a condition, injury, or illness escalates?
In the event that a patient needs to be seen for a service that is out of the clinic's scope, the
patient is referred to a provider outside of the CareHere onsite health clinic or to a specialist
in the local community. Efforts are made to keep referrals within the patient's network of
providers to optimize savings to the patient and the health plan.
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17. Describe your patient referral process and philosophy for specialists and imaging.
In the event that a patient needs to be seen for a service that is out of the health clinics's scope,
the patient is referred to a provider outside of the CareHere health and wellness center or to a
specialist in the local community.
CareHere is dedicated exclusively to the on site industry. We do not seek to provide health
center and wellness management services to control or direct referrals, or obtain margins on
drugs or other health clinic's services. Our most important consideration is what is best for
the patient and client. CareHere only requires the health clinic providers to refer to in network
hospitals and/or providers that participate in the client's health plan.
18. What hours of operation for the clinic are you proposing?
CareHere is proposing the keep the existing hours of operation in place. The clinic is currently
operates the following hours:
Monday
No labs
8:00 am - 12:00 pm & 1:00 pm - 5:00 pm (NP Hours)
Tuesday
7:00 am - 9:30 am -- HRAs
8:00 am - noon and 1:00-5:00 pm (NP Hours)
8:40am - 2:00 pm (Physician Hours)
Wednesday
7:00 - 9:00 am - HRAs
8:00 am - noon and 1:00-5:00 pm (NP Hours)
8:40am - 2:00 pm (Physician Hours)
Thursday
7:20 am - 9:30 am -- HRAs
7 am - noon and 1:00-4:00 pm (NP Hours)
8:40am - 2:00 pm (Physician Hours)
Friday
7:00 am - 8:00 am -- HRAs
7:00 am - 12:00 pm & 1:00 - 4:00 pm (NP Hours)
When additional sick visits are necessary CareHere will add additional NP hours on Monday
from 8:00-10:00am and on Fridays from 7:00-9:OOam.
CareHere would like to discuss the possibility of adding weekend hours with the City of
Denton.
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19. If an onsite physician is being proposed, will the physician have hospital privileges?
If so, where?
The current physician in the clinic does have hospital admitting privileges. Currently the clinic
provider will admit through the ER when necessary.
If certain hospital privileges are requested by the City, then CareHere can recruit accordingly.
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CareHere's medical assistants and health coaches will provide patient outreach and care
coordination activities, including: follow up on medical encounters, communication with
outside primary care providers, follow up to check on compliance to prescribed medicines,
referrals, follow up to monitor adherence to disease management or health promotion
recommendations, and communication to the City's Safety and Risk Management
departments.
The CareHere chronic condition/disease management and wellness strategy begins with the
HRA (Health Risk Assessment) which consists of a behavioral questionnaire and 28 -panel
biometric screen (fasting venipuncture and measurements). This HRA and screening is
included in the CareHere management fee annually for each eligible employee. The HRA
identifies high-, low-, and no -risk employees and dependents. This is vital to discovering a
patient's baseline of health and offers insight into important health concerns. We encourage
our employer partners to incentivize participation in the HRA process, as it is a cornerstone of
CareHere's chronic condition/disease management and wellness strategy for patients.
Once an HRA has been completed, the CareHere clinic staff will evaluate the results and
stratify each patient into one of the following risk levels. CareHere will then notify the patient
of his results with a follow-up letter.
No- or Low -Risk Patients:
The follow-up letter/email congratulates the patients on adopting healthy lifestyle habits and
includes an invitation to contact the CareHere coach or physician, should they have health
related questions. Patients are notified of local health events of potential interest to them, such
as flu vaccine clinics, health seminars, weight loss programs, and no -or low-cost specials on
health screenings and events.
Moderate- and High -Risk Patients:
The follow-up letter/email provides personalized feedback on the HRA with internet links to
appropriate websites relating to their medical issues. If no email address is provided, we will
mail a hard copy letter with customized educational information addressing the abnormal lab
result. CareHere staff will reach out to patients via phone and email to engage them in clinic
services and encourage them to get the care they need.
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Once the provider has established the risk level, and the patient understands the results,
the provider will refer them to the appropriate wellness program and/or health coach
who formulates a customized plan for each patient. The patient can track their progress
through CareHere's Wellness Website. Health coaches will also have access to the patient's
progress, giving them the ability to reach out and encourage compliance with the program.
Furthermore, the nurse in the health center will work collaboratively to close gaps in care
and ensure the patient is remaining compliant with their disease state. This may include
confirming lab work is performed, medications are obtained and recommended visits to
specialists or facilities are completed.
CareHere health coaches will work with patients who have chronic conditions to manage and
reduce risks associated with the disease effectively. CareHere's multi -faceted team approach
to patient care leads to higher utilization, compliance and greater outcomes. Points of contact
depend on the disease state, disease program, provider plan of care and the patient's preferred
communication methods. We have developed 185 wellness programs that include chronic
condition management for 2016 and have 13 care management tracks on CareHere's Wellness
Website.
22. It is the expectation of the City that some level of pediatric (24 months of age or
older) care will be provided. Please explain in detail how you will address this care.
Confirmed. Dependent care within the health clinic begins at age two.
23. What is your standard protocol regarding prescriptions and prescription refills?
CareHere prescriptions are written in the clinic and filled at local pharmacies. CareHere
requires patients to be seen in the clinic in order to have prescriptions refilled. The State of
Texas requires a Class A pharmacy to dispense medications. We currently work with other
clients in this regard and would be open to discussion if the City of Denton were interested in
partnering with other employer entities to explore Class A and Class B pharmacy.
24. What is your standard protocol regarding prescription drug samples?
CareHere does not allow pharmaceutical representatives to leave drug samples in the health
clinic.
25. What is your standard protocol regarding outside lab orders?
CareHere can order labs requested by outside providers. We currently have a lab list of
over 3,500 labs through our partnership with LabCorp. Results are sent to CareHere's EMR
electronically for review (typically with 24-48 hours) and sent to the ordering provider.
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1. Describe the types of work-related injuries that can be addressed onsite.
With the exception of off -hour injuries and life threatening injuries, the CareHere Health
Clinic can track and aggressively manage all work related injuries and occupational diseases.
The CareHere Health Clinic works in conjunction with the client's current policies and
procedures for injury notification.
Common injuries include but are not limited to:
-Burn injuries
•Injuries from chemical exposure
-Back injuries
-Head injuries
-Burns, scars and disfigurement
-Blindness / vision loss or hearing loss
-Leg, knee, ankle or foot injury
-Nerve, muscle or tissue damage
-Sprains, Strains and Tears
-Lacerations
-Repetitive stress injury (carpal tunnel syndrome and other overuse injuries)
-Occupational diseases (toxic or harmful exposures)
*Mental stress and impairment
2. Describe the role of the onsite medical professional in conjunction with the City's
worMer?? comMenMaMon thl3d??artl aclmMnMator and M rfl cable manaMement Me ? . ea
The DCS, specifically assigned to the City of Denton's health clinic will be the main contact
for the City regarding all needs surrounding the onsite clinic. CareHere will arrange an annual
review with members of the City's leadership team, TPA's, and etc in order to detail to success
of the clinic.
CareHere can send any health center related data to third party administrators, carriers,
outside providers and facilities and any other HIPAA certified entity permitted. CareHere
providers assign diagnostic and procedure codes to each patient interaction for full reporting
capabilities. An 837 file from the health center can be sent as frequently as desired. CareHere
also wishes to receive data from these vendors so that CareHere providers and Registered
Dietician will have a complete patient record for proper diagnoses and plan of care.
3. Are there any additional charges (administrative or otherwise) for performing
workers` compensation and pre-employment/fit for duty physicals?
CareHere can provide workers' compensation and pre-employment/fit for duty physicals for
an additional $3.00 PEPM. Supplies and staffing necessary to perform these services will be
billed at a pass-through rate to the City. In order to provide a detailed cost analysis for these
services, CareHere will request a collection of occupational health and workers' compensation
data.
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4. Confirm that the results of occupational health exams can be provided within the
following time periods and standards:
i. Job specific routine and post offer physicals - 1 day
Confirmed.
Job specific complex periodic (fit for duty) and post offer physicals - 3 days
Confirmed.
5. Describe your ability to act as a collection site for pre-employment, random,
reasonable suspicion, and post -accident drug testing.
CareHere has substantial experience in conducting reasonable suspicion drug/alcohol testing,
pre-employment, and random drug testing in the clinic setting and does so for the majority
of our clients at their request. CareHere's national contract with LabCorp affords the City
of Denton competitive rates at a pass-through cost with no mark-up. CareHere's national
contracts with other suppliers will allow for the purchase necessary equipment and supplies
required to perform the above tests, all at a pass-through rate with no mark-up to the City
of Denton. The occupational provider or nurse will perform the above tests to meet the
requirements of the City's job description. CareHere can set up randomization for drug testing
as well.
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Please provide a comprehensive proposed communication plan for introducing your
company's management of the near -site health clinic to our employee population and
reference the ongoing communication plan. Outline your company's responsibilities
in these processes. Please include copies of proposed educational materials and
timelines for distribution.
CareHere will continue to partner with the City to improve and refine the current health
clinic communication plan in place by using historical data to identify preferences that
pinpoint the optimal timeline, locations, and outlets for delivering a well crafted health clinic
communication plan. Communications will include direct mailings, company email blasts,
newsletters, onsite employee presentations and any other available modes of communication.
Please see Exhibit C: Sample Communication Material
1. How will employees/dependents be able to communicate with the medical team?
Patients may reach the health clinic through our 24/7 support line. Recently, a third medical
assistant was added to the medical team so that the Health Clinic phone number could be
published. By adding this medical assistant and publishing the phone number, we are able
to enhance our accessibility to members and our patients. Also, we launched a patient email
campaign and encourage patients to communicate with us for non -urgent matters and
questions. This is provided to the City of Denton at no additional cost.
2. M eMcrNe Mohr comMan? aM ? to commMnRLate w[Mh a MMa. ? oMM%tl%)n
(Spanish).
CareHere can work to identify bilingual (English/Spanish) clinicians to best accommodate
the City of Denton's employees and their families. Bilingual marketing and communication
material is also available.
Please see Exhibit B: Sample Patient HRA Results (in Spanish)
3. Describe the frequency and type of communication that eligible members will
rece Mwe tho?hoMt the Mr oMram MerMod.
CareHere will continue to promote heath center and wellness services after the initial roll out.
Communication efforts will also be responsive based on the evaluation of patient engagement
through utilization, HRA participation, wellness program participation, etc. metrics. Examples
of ongoing communication topics include (but are not limited to):
• Open Houses and Meet -and -Greets with Health Center Staff
• Wellness Groups and Onsite Classes
• Change in Health Center Hours
• Onsite and Off-site Flu Vaccine Events
• Seasonal Service Promotion
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CareHere will cover the costs of two physical mail -outs per year and unlimited electronic
communication. All materials are customized for the City of Denton to best speak to your
member population. CareHere's marketing team also will work with the City to develop
customized branding that can be applied to giveaways or communication materials. If the City
of Denton would like to provide more than two physical mail -outs per year or would like to
develop giveaways for employees, the additional costs will be billed at a pass-through with no
markups to the City of Denton.
Please see Exhibit C: CareHere Sample Communication Material
4. Will your company allow the City to link its website with your company's website?
Yes. The CareHere website, www.carehere.com, can be linked with the City of Denton's
website(s).
5. M MoM aMw the 17110 to 17111e oMr own MrancllIM Rh commMn:at%n and MroMram
materials?
CareHere's marketing team will work with the City of Denton to develop customized branding
that can be applied to giveaways or communication materials. The City of Denton will have
an opportunity to review and approve all communications before distributing to program
participants.
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CareHere's website can be found at www.carehere.com. Access codes and demo login
information will be provided upon being selected as a finalist.
7. How can a member access your company for Member Services after hours?
CareHere has a 24/7 help line available to patients for triage, medical, or pharmacy related
questions. There is no additional charge for this service.
8. Will your company utilize existing Member Services resources for the City's clinic?
Yes.
9. What level of staffing for Member Services do you envision for the City of Denton?
Recently, a third medical assistant was added to the medical team so that the Health Clinic
phone number could be published. By adding this medical assistant and publishing the phone
number, we are able to enhance our accessibility to members and our patients. Also, we
launched a patient email campaign and encourage patients to communicate with us for non -
urgent matters and questions. This is provided to the City of Denton at no additional cost.
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Understanding that there are a variety of methodologies for implementing a Health
Risk Assessment (HRA), or other targeted intervention process, please explain in detail
the HRA/targeted intervention model that your organization would recommend be
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that this must be a confidential process that complies with all HIPAA guidelines.
The proprietary CareHere HRA was designed in-house and has been used since our company's
inception in 2004. We believe it is pivotal in not only encouraging health center utilization,
but discovering a patient's baseline of health. This integral tool continues to offer insight into
important health concerns and ways in which we can proactively combat future risks. In
accordance with HIPAA, CareHere has designed the HRA process to comply with all HIPAA
guidelines.
1. How will your company identify high-risk members?
CareHere prides itself in its ability to develop healthier employees and reduce chronic disease
risk levels among a client's population. The movement of chronic patients to the lower risk
categories offers the most significant impact on lowering annual healthcare cost trend.
Completion of our initial HRA allows early detection of chronic conditions and high risk
factors, allowing patients to effectively manage and reduce the health risks associated with
their disease state.
According to the Agency for Healthcare Research and Quality, 20 percent of the population
accounts for 80 percent of the overall healthcare spent in the United States. CareHere's holistic
approach to healthcare specifically targets this population to improve the overall health of a
client's employee base and produce long-term savings. CareHere's HRA identifies individuals
on the verge of becoming part of the costly 20 percent. Once identified, our provider -driven
wellness programs help prevent the patient from developing these chronic conditions.
The HRA process is such a cornerstone of our wellness strategy, we encourage our employer
partners to incentivize participation among their employees. Once an HRA has been
completed, the CareHere clinic staff will evaluate the results and stratify each patient into one
of the following risk levels: No- or Low -Risk, Moderate- or High -Risk. We will then notify the
patient of his results with a follow-up letter and schedule a follow up appointment to develop a
patient care plan.
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2. Please describe your method oIogyfor tracking and intervening with high-risk
memMerM on an onMoMnM MITI.
CareHere will work with the City of Denton to set participation and engagement goals that
meet the expectations of the City of Denton. Within CareHere's Wellness Website and the
EMR, certain metrics will be collected and can be reported on. These include but are not
limited to:
• Number of contacts
• Type of contact
• Educational materials provided
• Patients overall health goal
• Each action step taken to reach that goal
• Program involvement
• Readiness to change stage
• Medication compliance
• Outside resources progress
• Disease specific program goals
The City of Denton would be provided with a staff consisting of Medical Providers, and health
coaches who are available to work with patients of all risk areas. A member of the wellness
team will contact the patient to discuss areas of concern. The members of the wellness team
have access to patients lab work and provider notes so will be able to provide support to the
employee based on the plan of care that was established by a provider. The health professional
will provide educational tools and follow-up based on protocols that have been developed.
Depending on the protocol, referrals are made to other members of the wellness team in order
to provide a multifaceted approach to education. We find that patients respond well to having
the support of a wellness team of varied health professionals they can count on for support
and encouragement.
3. Do you stratify members by severity of risk for complications? Please elaborate.
Yes. Once an HRA has been completed, the CareHere clinic staff will evaluate the results and
stratify each patient into one of the following risk levels. We will then notify the patient of his
results with a follow-up letter and schedule a follow up appointment to develop a patient care
plan.
No- or Low -Risk Patients:
The follow-up letter/email congratulates the patients on adopting healthy lifestyle habits and
includes an invitation to contact the CareHere coach or physician, should they have health
related questions. Patients are notified of local health events of potential interest to them, such
as flu vaccine clinics, health seminars, weight loss programs, and no- or low-cost specials on
health screenings and events.
Moderate- and High -Risk Patients:
The follow-up letter/email provides personalized feedback on the HRA with internet links to
appropriate websites relating to their medical issues. If no email address is provided, we will
mail a hard copy letter with customized educational information addressing the abnormal lab
result.
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Once we have established the risk level, and the patient understands the results, the provider
will refer them to the appropriate wellness program and/or health coach. The patient can track
his progress during a wellness program through CareHere's Wellness Website. Wellness and
Health coaches also will have access to the patient's progress and will reach out to the patient
to encourage compliance with the program.
4. What HRA do you use and how long have you used it? List all risk factors you identify
in your profile. Is your HRA GINA compliant? Is your HRA available both online and in
paper form? Please provide a sample HRA.
Yes, CareHere offers a Health Risk Assessment and biometric screening. The proprietary
CareHere HRA was designed in-house by CareHere President Ernie Clevenger and has been
used since the inception of CareHere in 2004. The HRA is used to discover a patient's baseline
of health, and wellness programs are recommended as risk areas are identified. The HRA
consists of a questionnaire and a 28 -panel biometric fasting blood draw (venipuncture) and is
available online as well as in paper -format. Below are the panels analyzed through the 28 panel
biometric screening:
• Chemistries
• Alkaline Phosphatase
• Glucose
• LDH
• Uric acid
• AST (SGOT)
• BUN
• ALT (SGPT)
• Creatinine
• GGT
• BUN/Creatinine ratio
• Iron
• Sodium
• Lipids
• Potassium
• Cholesterol
• Calcium
• Triglycerides
• Phosphorus
• HDL cholesterol
• Protein
• VLDL cholesterol
• Albumin • LDL cholesterol
• Globulin • Cholesterol/HDL ratio
• A/G ratio • Total cholesterol/HDL ratio
• Bilirubin • CHD risk
The cost of providing HRA/biometric screenings are included in CareHere's PEPM
management fee. The number of annual HRAs included in this management fee is equal to the
amount of employees on the health plan.
CareHere confirms that we are fully compliant with the Genetic Information
Nondiscrimination Act (GINA) and will continue to be compliant throughout the the term of
any medical services agreement issued during this RFP process.
Please see Exhibit A: Patient HRA Sample Report
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5. How often do you recommend that members complete an HRA? What is the
minimum allowed time between HRAs?
CareHere recommends that patients complete an HRA on a yearly basis. This is the suggested
timeframe; However, there is no minimum allowed time between HRA's forbidding patients
from completing an HRA before a full calendar year. CareHere recommends patients complete
an HRA and biometric screening during their first initial visit in a CareHere medical clinic.
This gives the provider a baseline for the patient's health and an overall understanding of the
patient's health. Alternately, patients can complete their HRA/Biometric screening during
their birth month after year 1 in order to avoid overbooking the onsite clinic with these
screenings.
6. Please describe the turnaround time for each of the following areas:
i. Providing HRA results to individuals;
Results are available to the patient online within 48 hours of completing the biometric
screening.
Contacting individuals for possible interventions; and
CareHere trains providers and clinical staff to address emergency test results immediately by
contacting the patient and instructing them on the proper steps to minimize the high risk
concern.
For less pressing issues a follow-up letter/email provides personalized feedback on the
HRA with internet links to appropriate websites relating to their medical issues. If no email
address is provided, we will mail a hard copy letter with customized educational information
addressing the abnormal lab result. CareHere staff will reach out to patients via phone and
email to engage them in clinic services and encourage them to get the care they need.
During a follow-up visit, the provider will review specific high risk areas with the patient and
develop a personalized care plan to address areas of concern.
iii. Providing the City with an aggregate summary report of HRAfindings.
Each year of health center operations, CareHere will provide an in-person review of health
center results and impact. A year -over -year aggregate HRA report will be included in this
report to highlight movement in the employee population's health risk areas. The biometric
summary includes an aggregate analysis of risk factors measured through the annual HRA
with illustrative charts to showcase the population maintaining, decreasing, or increasing risk
factors. In addition, we provide reports on demand when requested by the City.
Please see Exhibit E: Sample Aggregate HRA Results
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7. Please describe how your company will provide a system to assist HRA participants
in the completion of their HRA and in the interpretation of their personal profile.
CareHere works closely with the City to encourage easy access for patients to complete their
HRAs. The City allows patients to complete their HRA as early as 11 months prior to the
previous year's HRA. The DCS works closely with the City to ensure there are ample blood
draw times on the 10 -minute lab draw schedule. During the final months of the program,
the DCS briefs the City about appointment availability and the need to add appointments.
When needed, approval for both the blood draw and follow up appointments are confirmed,
associated costs to the City discussed, and appointment availability is communicated to
patients. This partnership allows for all those who desire to complete their HRA and follow up
to do so in an simple and efficient manner.
8. Describe the process for engaging an individual with a targeted health condition.
Patients book 40 minutes with the Health Clinic Provider to review lab results. At that time,
the Provider and patient discuss wellness options, according to these results. The Provider
refers patients to the health coach, who assists the patient on their road to wellness. Patients
with results showing they are not at risk are also encouraged to participate in self-directed
online wellness programs.
9. Do you recommend using incentives? The City currently provides a premium
differential of $40 per month ($480 annually) if the employee qualifies for the City's
Healthy Incentives Program (HIP). If other incentives are to be offered, please describe
whMch Mncent??eMMoMr comManMacommendM.
CareHere does recommend using incentives and will continue to work with the City of
Denton to manage and improve their voluntary "Health Incentives Program" (HIP).
Developing an incentive program tied to CareHere's clinic and wellness offerings is a great way
to increase employee engagement, create a culture of wellness, and produce superior patient
outcomes. We have extensive experience in tracking and reporting incentive programs for our
clients, and can develop marketing campaigns to encourage participation.
We have discovered the best results when clients provide incentives to those who complete the
following steps:
1. CareHere Health Risk Assessment
2. Follow-up to review results and, if applicable, determine areas of risk
3. Patient must complete a plan of care related to area of risk and follow-up in three to four
months to review program completion with a provider.
If a patient is free of any risk factors, they have the option to work with a health coach or
complete one of our online health maintenance programs.
By completing these steps, the patient is encouraged to learn about their lab values and take
steps in areas where they are outside of the normal range. By completing an educational
program, they begin to make changes that will improve their lab values.
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See below for graph of CareHere participants who participated in a wellness program vs. those
who completed a program. Both groups experienced improvement in lab values. But, those
who completed a program saw greater improvement.
11 All participants 553 Compteters
0% 11111111111111111111111 ........ uuuuuuuuuum---INNNOMME11111111111111111111ift.... .........INNNOMME1111111111111
Fasting Glucose above LDL Chnlesterol above Systolic Mood
100 ME above 30 130 Pressure above 140 Se'na...ker
participants 1% 8% 22% 17% 3%
....
mo- lets rs ........ 6% ......... .... 12% ......... 25% 28% 95'%
10. Please describe how your company's HRA monitors and reports individual changes
from year-to-year.
Once a patient completes their HRA (paper or online format) and biometric screening,
the results will be uploaded into the patient portal within 48 hours for patients to view.
Additionally, during a follow-up appointment in the health clinic, the provider will
communicate the HRA results to the patient. The results include year-to-year comparisons for
up to three years. A sample HRA report can be seen below comparing the three most current
three years of biometric data pertaining to cholesterol.
k l: olestei:ol Group
Your score
I= concern 'Watch 01 - Good
100
-- — — — —����
Cholestevol f roar 1;ao ` ot"tl Chole"fel,(A
The level of cholesterol in a persons blood is directly correlated to their r=sk for developing atheroscleros's -
the process by which the blood vessels of the body become clogged with dangerous plaque. Heart attacks,
strokes, and peripheral vascular disease result from this process. Improving 'blood cholesterol values has
been proven to lessen the likelihood of these serious complications and add years to your life! The goal'
should be to maintain a total cholesterol scare that is under 200.
Your value 154 Your total cholesterol', value •s average, and puts You =n an average cardiac risk
mgrdl_ position. Please continue to be vigilant for improv=ng diet and exercise habits, as
even when all lifestyle factors (diet, exercise, body weight) are held constant, the
Your even
Normal total cholesterol tends to trend higher with age alone.
Rating
to- n�taav',;y
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Hih
,c,
2fi5
garde^line220
accF
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Normal
154
100
1{ t
Lnu.
r
05;1212014 12x2 .2r.1 s 12115;.22.16
Y our scores (Mos t -eint lair dates shown €lss t1
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1 1. McMcr. ?e Mn deta. ? how c. ? nMcaI1Vd5a thered at the c. ? nMc M Me Mhwd wdh the
City's current Case Management/Disease Management provider (UHC). Is there any
additional fee to share this data?
Currently, CareHere transfers this data to United Healthcare and will continue to do so at no
additional cost. This data transfer ensures that United Healthcare has a true picture of the
medical services we deliver at the Health Center so there is no perceived "gap in care." Claim
costs are zeroed out by United Health Care.
12. McMcr. ?e Mn deta. ? how MoM en?? . n MoMr comManM wo ??nM \/Oth the MM
current Case Management/Disease Management provider (UHC) in regard to Case
ManaMement????e aMe ManaMement.
In an effort to reduce the gaps in care that commonly occur when caring for a patient,
CareHere's EMR is able to be shared with health coaches, specialists and outside providers.
Our Electronic Medical Record (EMR) application has the functionality to create a Continuity
Care Document (CCD) to facilitate communication between and among care givers.
Additionally, it becomes a focal point for the capture, storage and any required dissemination
of information that is shared among practitioners.
CareHere understands the importance of communication with the patient's outside physicians,
facilities and coordinating all testing management. With the proper medical release, any lab
work or procedures provided to the patient at the health center can be sent electronically or
via fax to maintain coordination of care. Typically this process is manual but can be automated
if the receiving party has the ability to access automated claims related data.
13. Describe any predictive modeling, or other tools, you use to find gaps in patient
com???ance.
CareHere partners with Springbuk, a data warehouse and reporting tool that integrates clinic
data, TPA claims data, PBM data and other wellness or health related data on a frequency
determined by the client and its vendor partners. CareHere providers can view an entire
patient record to best advise on appropriate care. Gaps in care can be identified along with
patients who might need the most attention. This technology and reporting will be a huge
benefit to the clinical staff, the patient and to the client.
Please see Exhibit F: Sample SpringBuk Health Status and Gaps in Care Report
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•
1. Are telephone conversations monitored for quality assurance?
Intervention conversations are monitored on live calls for quality assurance. Any patient that
voices concerns with any coaching process will be referred to the wellness team supervisor
for resolution of issues. In addition, the CareHere health coaches are provided with evidenced
based protocols and procedures to follow based on an individual's areas of risk. They also have
standardized tests/questionnaires to help them monitor patient progress.
2. Describe the follow-up process for targeted members you are unable to reach.
CareHere will make every effort possible to reach individuals that have been targeted for
wellness programs. If one type of communication is ineffective, CareHere's medical staff and
wellness coaches will try other avenues of communication to reach out to patients. Health
coaches are accessible through CareHere Wellness Website, email, and telephonically.
3. Describe and provide examples of any support materials used in the intervention.
To best connect with employees enrolled in wellness initiatives, the health coach will
determine the communication and support methods preferred by the patient. These may
include, but are not limited to:
-Our online and smartphone wellness application, including social network community for
peer support
-Face to Face
-Telephonic
•E -Mails
• Webinars
-Mailers.
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4. How will your company link to onsite and/or community resources (Employee
Assistance Program, Wellness Programs, Diabetes America, etc.)?
In the event that a patient needs to be seen for a service that is out of the clinic's scope, the
patient is referred to a provider outside of the onsite health clinic or to a specialist in the local
community. Efforts are made to keep referrals within the patient's network of providers to
optimize savings to the patient and the health plan.
CareHere encourages regular meetings with the City of Denton, your vendors and community
partners to exchange information on resources and best equip the clinic staff with information
to refer patients into available programs.
CareHere can link with and refer to an existing community program. If a group already has an
employee assistance program (EAP) in place, our providers are available to help the employees
understand the benefits of an EAP program and assist with getting them in touch with the
appropriate individual.
The provider/wellness team will support all mental/behavioral health needs (depression
counseling, stress management, substance abuse assistance, etc.) that may arise with a patient.
In addition to the CareHere wellness coach assisting with these conditions, the coach will
work with the current EAP vendor that the City of Denton has in place to best coordinate the
care for the patient.
5. Describe and provide examples of any management reports on intervention activity.
CareHere can provide the following reports for the wellness programs:
• Wellness Reports
• Health Progress TEST (Trends between Periods)
• Wellness Report
• Contact by Coach
• Patient Goal Breakdown
• Patient Notable Changes
• Action Steps Detail
• Weight Management Report
• All Coach - Action Steps
• All Coach - Enrolled Protocols
• All Coach - Notable Changes Wellness Referrals by Group
• Health Progress PLUS (Trends between Periods)
• Patient Contact Type Breakdown by Coach Patient Contact Type Breakdown
• Patient Smoking Cessation
• Patient Action Steps
• Goals by Patient
• Enrolled Protocols
• All Coach - Contact Type Breakdown All Coach - Goals Breakdown
• All Coach - Number of Contacts Wellness Referrals by Provider
Please see pages 17 - 20 in Exhibit G: Sample Reports.
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1•
will make available to the City's members. Describe in detail the ongoing process of
M171171n edMcMnM oMrMonMterm coMMMITIne MoMr comManMrelTlonMMlIMM-pprocesses and include copies of educational materials.
-
CareHere has corporate medical support and expertise in the area of health coaching on the
executive leadership team, as Denny Porr, CareHere's VP of Health in Wellness has been
involved in corporate and community wellness since 1976. Denny has significant experience
designing wellness and preventive care programs for specific target populations. Some of
the most popular wellness/preventive care programs are Weight Management -The CareHere
Weigh, Obesity Prevention and Maintenance, and the Health Eating Protocol. CareHere has
over 185 chronic condition and disease managements programs that cover many arenas of
health. We will continue to provide these services at no additional cost to the City of Denton
as a part of the PEPM management fee.
1. Describe the extent of how your clinic model proactively and/or automatically
involves itself with wellness and disease management and/or similar programs that
may be offered through the City's health third -party administrator.
CareHere's philosophy regarding our role in a client's employee health and wellness culture
is to partner and support our clients by providing them all necessary components of creating
an environment for employees to become healthier. Through the CareHere business model,
we encourage employers to offer no -cost healthcare services to their employees to maximize
use of the onsite clinic. Convenient, no -cost healthcare attracts employees and dependents
to the clinic, including those who otherwise may not see a healthcare provider. Encouraging
employees to participate actively in their healthcare is the first step to creating healthier
individuals.
Wellness represents a significant component of CareHere's health and wellness center
philosophy. CareHere prides itself in its ability to develop healthier employees and reduce
chronic disease risk levels among a client's population. The movement of chronic patients to
the lower risk categories offers the most significant impact on lowering annual healthcare cost
trend. Completion of the initial HRA allows early detection of chronic conditions, allowing
patients to effectively manage and reduce the health risks associated with their disease state.
According to the Agency for Healthcare Research and Quality, 20 percent of the population
accounts for 80 percent of the overall healthcare spent in the United States. CareHere's holistic
approach to healthcare specifically targets this population to improve the overall health of a
client's employee base and produce long-term savings. CareHere's HRA identifies individuals
on the verge of becoming part of the costly 20 percent. Once identified, CareHere will utilize
our provider -driven wellness programs and partner with the City's third party administrator
programs to help prevent the patient from developing these chronic conditions. The cost
avoidance associated with creating a healthier workforce offers the most substantial long-
term savings for the City. The HRA process is such a cornerstone of our wellness strategy, we
C1 , t � Vlt% courage our employer partners to incentivize participation among their employees.
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2. What proactive measures are taken and what kinds of results are expected and
produced?
The CareHere chronic condition/disease management and wellness strategy begins with the
HRA (Health Risk Assessment) which consists of a behavioral questionnaire and 28 -panel
biometric screen. The HRA identifies high-, low-, and no -risk employees and dependents.
This is vital to discovering a patient's baseline of health and offers insight into important
health concerns. We encourage our employer partners to incentivize participation in the HRA
process, as it is a cornerstone of CareHere's chronic condition management and wellness
strategy for patients.
The next step of our wellness strategy takes place during a follow-up appointment in the
health center, as the provider communicates the HRA results to the patient. The provider
will direct the patient to the appropriate wellness or disease management program associated
with his or her risk areas. With chronic condition management starting at the provider
level, the outcomes for behavioral change and compliance with treatment are much more
successful. Also, because each appointment lasts a minimum of 20 minutes, providers have
an opportunity to uncover unidentified health issues beyond the reason for the patient visit.
Once the provider has established the risk level, and the patient understands the results, the
provider will refer them to the appropriate wellness program and/or health coach who follows
a customized plan for each patient. The patient can track their progress during a wellness
program through CareHere Wellness Website. Health coaches also will have access to the
patient's progress and will reach out to the patient to encourage compliance with the program.
Furthermore, the nurse in the health center will reach out to the patient to close gaps in care to
ensure they are staying compliant with their disease state. This may include encouraging that
lab work is performed, medication refills are obtained and recommended visits to specialists
or facilities are completed.
CareHere health coaches will work with patients who have chronic conditions to manage and
reduce risks associated with the disease effectively. Points of contact depend on the disease
state, disease program, provider plan of care and the patient's preferred communication
methods. CareHere's multi -faceted team approach to patient care leads to higher utilization,
compliance and greater outcomes.
CareHere's preventative health and wellness initiatives are driven by our certified health
and wellness coaches. They will assist patients in creating a personally customized wellness
program based on the 185 wellness/disease management programs in place for 2016. The
specific disciplines of our health coaches include nutrition, exercise, behavioral health, and
tobacco cessation. Health coaches will assist the patient to define short/long term goals and
develop a personalized action plan to address areas of concern. The coaches will also provide
accountability and support as the patient works toward accomplishing their goals.
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3. What are your predictive modeling capabilities, and how are they applied?
CareHere offers in depth reporting, data analytics, and predictive modeling to all partners.
Controlling health costs, measuring performance, and assessing risk all start with data
analytics. In addition to reporting all financial, clinical, and operational measures, CareHere's
data integration and analytic solutions provide the employer with the advanced analytical
tools to:
• Identify potential high risk and high cost individuals early
• Identify members who would most benefit from case management
• Identify "gaps in care" for individuals with key risk factors
• Forecast future plan and individual utilization and costs
CareHere partners with Springbuk, a data warehouse and reporting tool that integrates clinic
data, TPA claims data, PBM data and other wellness or health related data on a frequency
determined by the client and its vendor partners. CareHere providers can view an entire
patient record to best advise on appropriate care. Gaps in care can be identified along with
patients who might need the most attention. This technology and reporting will be a huge
benefit to the clinical staff, the patient and to the client.
®>&� ®- iii - �- ®-®®•ifir� ®iil • - ®-®I are ®- - ®®®•® • ® ®i1'
clMmMe manaMementMr oMramM.
CareHere has 185 chronic condition and disease management program designed to help
patients suffering from the following conditions (but not limited to):
Chronic Disease Management
o Diabetes
o Asthma
o Hypertension
o Heart Failure
o Obesity
Health Maintenance
o Weight
o Cholesterol
o Stress
o Tobacco Cessation
o Pre -Diabetes
o Per -Hypertension
For a complete listing of the CareHere chronic condition and disease management programs
please see Exhibit D: CareHere Wellness Outlook and Programs.
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5. Which of these diseases/conditions/procedures are the prime targets of your
company's programs?
CareHere will provide preventative health and wellness initiatives driven by our certified
health and wellness coaches. They will assist patients in creating a personally customized
wellness program based on the 185 wellness/disease management programs in place for
2016. The specific disciplines of our health coaches include nutrition, exercise, behavioral
health, and tobacco cessation. In addition, to satisfy the City's scope of work, CareHere will
include a part-time Registered Dietician to work with patients on site and telephonically at
no additional cost. Health Dietitian will assist the patient to define short/long term goals and
develop a personalized action plan to address areas of concern. The health dietitian will also
provide accountability and support as the patient works toward accomplishing their goals.
6. How does your company measure the results, and how are the results communicated
to the City, from any wellness and disease management activities that you conduct that
are automatic, and not at an extra charge?
CareHere defines our model as effective when chronic patients are moved from the high risk
to moderate to low risk categories, and by saving our client partner's health claims dollars
by moving visits from the marketplace to the healthcare clinic, by avoiding high cost or
preventable visits and identifying and managing chronic patients. The movement of chronic
patients can be measured through a variety of reporting capabilities such as:
• The participation in CareHere wellness tracking program
• The number of wellness programs completed
• Aggregate reports that show the decrease in specific chronic categories.
• Number of action steps completed
• Changes in A1C levels
• Changes in Cholesterol Levels
The claims cost savings is tracked by showing the healthcare claims trends comparison with
CareHere compared to the claims trend prior to CareHere. CareHere also uses data analytics
and predictive modeling to show the savings resulting from moving patients out of the high
risk category. CareHere's data integration and analytic solutions will also provide advanced
analytical tools to present a comprehensive view of program outcomes, use, participant
satisfaction, cost of care, productivity and absenteeism, and much more.
11-11%,\/
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7. Describe how your disease management services are provided (onsite in the clinic,
online, telephonic, etc.)? Who will provide the disease management/health coaching
services?
The majority of CareHere health coaching is performed through telephonic and web -based
resources. The onsite medical assistants can also provide answers to health questions and
facilitates the coordination of care for each patient. Additionally, CareHere has proposed to
include a part-time Registered Dietician in the monthly PEPM administrative fee. The RD is
proposed to be staffed onsite for 16 hours a week.
If the demand for onsite coaching is high enough within the City's clinic, CareHere can
implement an onsite health coach. Staffing costs associated with the health coach would be
passed through to the City.
8. Describe the various types of health coaching programs you offer (smoking
cessation, stress management, weight loss, diabetic support, etc.).
CareHere has 185 wellness/disease management programs in place for 2017. These include,
but are not limited to:
-Weight Management
-Diabetes Management
-Lipid Management
-Smoking Cessation
-Plan of Care Compliance
-Hypertension Management
-Exercise Adherence
-Stress Management
-Mental Health Management
-Pre-Diabetes Management
-Cardiovascular Risk Reduction
-Addiction Intervention
-Medication Adherence.
CareHere will provide certified health and wellness coaches to assist patients interested in
making behavior/lifestyle changes. The specific disciplines of our health coaches include
nutrition, exercise, behavioral health, and tobacco cessation. Health coaches will assist the
patient to define short/long term goals and develop a personalized action plan to address areas
of concern. The coaches will also provide accountability and support as the patient works
toward accomplishing their goals.
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9. Please refer to Supplement G - City of Denton Healthy Incentives Program Summary
- as part of our wellness program, the City's current vendor tracks wellness points
("healthies") via an online system. This system assigns tasks (watch a video, try an
exercise, take a quiz, report nutrition intake, report minutes of exercise, etc.) based on
the health needs of the employee, as assigned by the clinic provider. Do you have a
system that can match this process? Please describe in detail. If not, please describe in
detail how your company will go about matching, or exceeding, this process.
CareHere currently partners with the City of Denton to manage the Health Incentives
Program and is working to not only match this process, but improve and exceed the current
system.
In 2017, we will launch CareHere's new Wellness Website which will provide patients with
fresh educational program options and introduce an innovative Health Risk Questionnaire
that stratifies risk by matching answers with blood work/biometric results.
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Address how your company proposes to review clinic operations and effectiveness.
This should include standards and measurement criteria for clinic healthcare activities,
costs, outcomes, HRA, disease management, member services, member intervention
and edMcat0onaM m rMa MR
CareHere works vigorously to collect important data to measure and benchmark the
effectiveness of our clinics. Our data analysis team utilizes the collected data to run reports
for a comprehensive view of trends, benchmarking to national standards and a drill -down to
diagnosis which aids in controlling health costs, measuring performance and assessing risks
while identifying and closing gaps -in -care. In order to get the most accurate data, CareHere
has the ability to integrate clinic data, TPA claims data, PBM data, wellness data and any other
pertinent vendor data into the data warehouse for analysis and review.
1. How will your company measure the outcomes and success of the overall program?
CareHere providers and staff build a trusted relationship that allows coordination of the "best
practice" to guide patients to wellness initiatives. With the trusted provider relationship as the
driver, CareHere helps patients make healthy behavioral changes to move to a place of better
health through wellness protocols delivered through a collaboration of Health Coaches and
providers.
It is CareHere's mission to partner with employers and providers to empower individuals
and their families to achieve well-being and health through quality, cost-effective healthcare,
education and coaching delivered with enthusiasm and compassion. CareHere recognizes our
program as effective if chronic patients are moved from the high risk to moderate to low risk
categories, and by saving the client a substantial amount on claims cost. The movement of
chronic patients can be measured through a variety of reporting capabilities such as:
-The participation of our wellness tracking program
-The number of wellness programs completed
*Aggregate reports that show the decrease in specific chronic categories.
-Number of action steps completed
-Changes in AIC levels
-Changes in Cholesterol Levels
The claims cost savings is tracked by showing the healthcare claims trends comparison with
CareHere compared to the claims trend prior to CareHere. CareHere also uses data analytics
and predictive modeling to show the savings resulting from moving patients out of the high
risk category.
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2. M eMcr e Mohr comMan? Mtandard manaMement reMorta M eMcrNe MoMr cMMtom
reporting capabilities and any associated costs. Please provide samples of
recommended reMort0 that w??? Me MD?ded to the MM
CareHere delivers certain reports monthly, quarterly and annually. Reports are also available
online 24/7 in real time. A full financial report will be included in the annual report provided
by CareHere. Each year, CareHere will deliver the most recent 12 month analysis of the
following reports:
Standard Reports
-Office Visit Cost Off -Sets
-Claims Trend and Savings Analysis
-Health Risk Assessment Condition Savings
-HRA Participation
-HRAs by Age & Gender
-Aggregate HRA Results
-Appointment Utilization/Frequency
-Top 20 Diagnosis and Medications
•Wellness Contacts/Progress
-Patient Satisfaction Surveys
Custom Reports
-Bimonthly HRA Compliance Reporting (presented at no extra cost)
In addition, CareHere can provide ad hoc reports based on data captured within the EMR.
Additional charges may apply depending on the scope and frequency of the ad hoc reports.
Please see Exhibit G: Sample Reports
3. Provide examples of the following, if applicable:
i. Clinic healthcare activity report
ii. HRA and member profile reports
iii. Member participation report
iv. Member HRA and/or laboratory reports
v. Member intervention report
vi. Financial summary/savings report
vii. No show reports
viii. Management reports online and
??.tither aMa. ?a. ?e eMort0.
Please see Exhibit H: Sample Client Annual Report
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4. Describe how your company will specifically evaluate the effectiveness of primary
care cable manaMement.
The healthcare cost trend is how CareHere measures the bottom line effectiveness of the
services offered through the health clinic including the primary care case management. Year
over year, our goal is to decrease the city of Denton's healthcare costs.
Please see pages 4-7 of Exhibit H - Sample Client Annual Report
5. Provide all clinical indicators that your company will use to track the success of the
program. How does your company track success from year to year? Please include all
of the following, if applicable:
i. Program outcomes
ii. Utilization Measures (list measures)
iii. Changes in the Cost of Care and
iv. Productivity/Absenteeism (list indicators).
In order to measure the success metrics of the healthcare clinic, CareHere will first analyze the
historical claims data incurred by the City of Denton medical plan. With this data, CareHere
creates a feasibility study which projects the cost and savings of the off-site/near-site healthcare
clinic. The feasibility study creates a baseline which CareHere will use again at the time of the
annual review to measure the success of the program.
At the time of annual review CareHere measures the success of the overall healthcare clinic by
analyzing the following health clinic measures:
1. Primary Care/Disease Management Program Outcomes
2. Clinic Utilization
3. Changes in Cost of Care
4. Productivity/Absenteeism
5. Participant Satisfaction
Primary Care/Disease Management Program Outcomes
All costs through the CareHere health clinic - staffing, equipment, labs and supplies - are at
pass through cost with no mark-up. This allows groups to move away from the fee-for-service
based model which exists in the market, and towards a flat cost. To track the primary care
savings generated, CareHere compares the cost of each visit that shifts from the marketplace
to the healthcare clinic. On average, there will be a 30-40 percent reduction for every visit that
shifts from the marketplace to the clinic.
Further, savings are tracked as a result of the identification of high risk and chronic patients
through clinic visits and the 28 lab panel biometric blood draw.
Aggregate employee population reports will be available to the City detailing the number of
chronic diseases identified and the savings associated with managing those conditions through
the healthcare clinic.
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CareHere also measures the savings generated as a result of the cost reduction of the
medication dispensed through the healthcare clinic. On average, there is a 30 percent
reduction for every generic medication that shifts from the marketplace to the clinic.
Clinic Utilization
Great utilization creates a financially successful health clinic. The County Coalition will have
the ability to pull daily utilization reports through CareHere's online reporting portal. These
reports consist of the following data:
• Total appointments set
• Total appointments completed
• Time slots used
• Providers selected
• Repeat appointment by the same employee
• Patient No -Shows
• Appointment Frequency
• Type of Appointment.
Changes in Cost of Care
With the historical claims data provided by the City, CareHere will determine the medical and
pharmaceutical expenditures from the dates prior to the health clinic implementation. With
this information, CareHere will run a savings analysis to demonstrate the cost savings afforded
to the City since the healthcare clinic's implementation.
Productivity/Absenteeism
Absenteeism/productivity savings will be realized by each visit that occurs off-site/near-site.
CareHere measures this by considering that when an individual goes to the marketplace for an
office visit, this will take approximately 180 minutes (3 hours) versus 30 minutes when visiting
the onsite/near-site health clinic. Reviewing the time savings of 150 minutes by the average
hourly rate (or comparable if salaried) will show the savings for that visit.
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6. Describe how employee satisfaction with the provided services will be measured.
How often will employee satisfaction be measured? Describe the process, including
management reports, for how employee satisfaction results will be communicated to
the MM
CareHere ensures customer satisfaction through patient satisfaction surveys, as well as clear
lines of communication between the DCS and the client.
Patient satisfaction surveys
Patients have the ability to fill out satisfaction surveys when they log into our online wellness
portal. In addition, electronic tablets can be set up within the clinic to administer surveys
directly following the patient's visit. Questions are designed to discover the patients' primary
reasons for the visit, nurse/provider seen, appointment scheduling process, wait times, quality
of service, likeliness to continue health center utilization and recommend the service to others,
and any additional comments, concerns, or compliments about their visit/provider. The results
of these surveys will be included in the client's annual report, or can be provided upon request.
Patient satisfaction surveys can also be sent to patients during the year or provided in the
clinic.
DCS Communication
Customer satisfaction, for both employers and employees, is crucial to our business model. To
measure our clients' satisfaction with the health center, CareHere's assigned DCS is in constant
communication with employer representatives to gauge health center utilization, employee
participation, and overall employee reception of the health center.
7. What is the Return on Investment (ROI) of your clients similar in size to the City of
Denton? How is this measured?
Please see page 66 for the most recent ROI analysis performed for the City of Denton.
Return on Investment (ROI) for clinic performance and clinical metrics would be reported
to the City of Denton on an annual basis; however it is constantly measured against industry
standards.
The City of Denton can view clinical and financial outcomes from three perspectives:
ective 1 - Health Center Visit Off -Set:
Overall savings on a per visit bases as compared to the market averages. On average, the client
will experience a 30-40% reduction for every visit that is brought from the market place to
the CareHere Health Clinic. The total savings is calculated based on the total visit that we
anticipate bringing into the CareHere Health Clinic.
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Perspective 2 - High Risk/Chronic Patient Savings:
The second category of savings does not start until the second year of the health center
operation. CareHere prides our self in the ability to move chronic patients from high risk
to moderate risk to low risk categories. The movement of chronic patients to the lower risk
categories has the most significant impact on lowering the annual health care trend. CareHere
successfully moves chronic patients to the lower risk categories with the patient -centered
medical home approach. CareHere offers a holistic approach to providing onsite healthcare to
the employees. The patient is the center of all services provided by CareHere, and each service
that revolves around the patient is in complete coordination with all other services provided.
Perspective 3 - Occupational Health Savings:
CareHere calculates the occupational health ROI by analyzing the unit occupational health
cost per service prior to CareHere implementing the health clinic, and then compares that
cost to the actual CareHere Health Clinic unit cost for the same service. The service variance
between the unit cost prior to CareHere and the unit cost with CareHere is then multiplied by
the quantity of services filled onsite during a given time period. This balance is the net savings
for that occupational health service.
Please see Exhibit G: Sample Reports
8. How does your company define participation?
An optimal participation rate is an appointment use percentage that allows patients to access
the health center easily with little to no wait time, while anticipating a small amount of walk-
ins to occur.
CareHere encourages all appointments, even those last minute acute related ones, be
scheduled online or through our 24/7 help line to maintain the benefit of little to no wait time
for all members. However, we realize walls -ins can occur and work to accommodate those by
managing the health center to anticipate a scheduled appointment use rate of 85 to 90 percent.
The remaining 10 to 15 percent of appointment space is lei available for the anticipation of
these last minute appointments.
Key factors in achieving optimal participation include:
1. Ensuring employees' understanding of the services available, their awareness of health
center hours of operation, and their trust that all medical information will remain private from
their employer
2. Participation in HRA events and wellness protocols
3. Clear lines of communication between CareHere and the employer, as well as the employees
to continue to improve the health center's offerings
4. Continuous review of clinic utilization and filled appointments by the DCS to allow the
health center to be open for the appropriate hours per week.
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9. How does your company define engagement?
Developing an incentive program tied to CareHere's clinic and wellness offerings is a great
way to increase employee engagement and create a culture of wellness. We have extensive
experience in tracking and reporting incentive programs for our clients.
We have discovered the best results when clients provide incentives to those who complete the
following steps:
• CareHere Health Risk Assessment
• Follow-up to review results and, if applicable, determine areas of risk
• Patient must complete a plan of care related to area of risk and follow-up in three to four
months to review program completion with a provider.
o If a patient is free of any risk factors, they have the option to work with a health coach or
complete one of our online health maintenance programs.
By completing these steps, the patient is encouraged to learn about their lab values and take
steps in areas where they are outside of the normal range. By completing an educational
program, they begin to make changes that will improve their lab values.
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J [910,74 1 a IJ
1. Is your company HIPAA compliant, including applicable provisions of the Health
Information Technology for Economic and Clinical Health Act (HITECH Act)?
Yes, CareHere is HIPAA compliant, including applicable provisions of the Health Information
Technology for Economic and Clinical Health Act (HITECH Act). In accordance with
HIPAA, CareHere has adopted a policy with regard to general principles of confidentiality
related to protected health information. Our policy applies to employees, providers, suppliers,
contractors, vendors, housekeeping, and business associates having access to protected
health information. Additionally, all employees, including part-time and per -diem, will sign
a confidentiality agreement (per new hire paperwork process.) Moreover, we have adopted
a policy with regard to the rights of patients to request confidential communications. Such
requests must be in writing, using the Notice of Privacy Practice Acknowledgement Form.
Patients are informed of our Privacy Acts when they register in our EMR again upon access to
the CareHere health and wellness center.
2. Describe your system and safeguards for the assurance of personal health data
security (including paper, processes, computer systems, computer network, and
copiers).
Through the CareHere patient portal, each patient (employee or dependent) will be assigned
an access code. With that access code, the patient will register through the patient portal and
will create a unique username and password, giving them access to their Personal Health
Information (PHI). The patient portal will house all medical data including lab and test results.
The CareHere EMR is linked to the patient portal, which allows the individual providing care
(provider, nurse, health coach, etc.) with the means to manage the patient's data.
All data is stored on guarded servers at an off-site location, which maintains confidentiality
and protects privacy through a secured connection to the internet. Once the web browser has
been closed, no PHI is available. CareHere is HIPAA Compliant.
3. Has your company's network security system ever been breached? If so, for each
instance please explain in detail what happened, how you mitigated any damage, and
what changes you made to prevent future breaches.
No. CareHere's network security system has never been breached.
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NOW& I M M 0 Mell
Respondent is requested to define the overall structure of the company to include the
following:
1. Qualifications and experience of the contractor, including:\
i. Primary line of business;
CareHere's model focuses on providing onsite/near-site clinics for employers. Our company
is completely dedicated to this industry, and we've provided onsite/near-site clinics for over 12
years
Organizational size;
CareHere has over 1,000 employees nationwide that service over 300,000 patients in 208 onsite
healthcare clinics throughout the country.
iii. Structure and history of the organization;
Ernie Clevenger and Ben Baker established CareHere, LLC in 2004 in Brentwood, Tennessee.
The two shared the belief that companies, both public and private, could rethink the approach
to providing and paying for their employees' healthcare. Through CareHere, they created
the opportunity for companies to provide employees with convenient access to doctors and
wellness initiatives in a personal setting. This has been shown to improve overall health and
morale, thereby decreasing the companies' annual healthcare claims cost. With a healthier and
more productive staff, businesses experience greater efficiency and decreased expenses.
CareHere is an industry leader in providing exceptional onsite health centers and behavioral
management programs to businesses and municipalities for over 12 years. Our patient
centered approach to healthcare integrates a wide range of resources, such as onsite primary
care to include acute and chronic care management, health risk assessments and biometrics
screenings, prevention services, wellness and behavioral modification programs, occupational
healthcare, wellness improvement tracking applications, and much more.
Throughout our company's continued success and stable growth, CareHere's mission remains
the same: We partner with employers to inspire their employees and families to achieve well-
being and health through innovative, quality, cost-effective healthcare solutions delivered with
enthusiasm and compassion.
iv. Is your company owned by, partly owned by, held by private equity interests or
hospital/physician group? If so, please describe in detail;
Privately owned. CareHere is owned by President Ernie Clevenger and Chief Operational
Officer Ben Baker.
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v. Experience in the provision of the services requested in this RFP;
With over 1,010 employees nationwide, we now service over 300,000+ lives throughout our
208+ onsite medical clinics in 26 different states. Over one million patient visits occurred
throughout our clinics in 2015, as well as over 12 million lab measurements. We have gained
substantial experience in implementing and managing onsite clinics for our client partners
over the past 12 years, and are excited at the opportunity to continue our existing partnership
with the City of Denton.
vi. Percentage of the company's total business in the area of clinic operation and
management;
100%. CareHere is solely dedicated to managing and operating onsite/near-site clinics
vii. The location of the office that will service the City's account; and
The DCS is located in Austin, Texas and is onsite at the Health Center usually monthly or
more frequently. Additionally, the DCS can travel on demand as schedules permit for meetings
with Providers, UHC and the City.
viii. Name and experience of the person that will be assigned to the City's account;
The Director of Client Services (DCS) for the City of Denton will be Betsy D'Acierno,
Executive Director of Client Services for the State of Texas.
Betsy has worked for CareHere since February 2007 and oversees clinic operations for all
clients in Texas, with direct day to day responsibilities for City of Denton, Rockwall ISD,
Taylor County, Montgomery County, Midland County and Ector County. Betsy brings more
than 25 years combined health care and medical management experience to serve Texas
clients.
ix. Location of any health coaches or wellness resources available to clinic staff.
CareHere is including a shared part-time Registered Dietician at no additional cost to the
City that will be located onsite. CareHere can also provide face-to-face onsite health coaching
within the clinic. The majority of CareHere health coaching is performed through telephonic
and web -based resources. The onsite nurse also provides answers to health questions and
facilitates the coordination of care for each patient.
If the demand for onsite coaching is high enough within the City's clinic, CareHere can
implement an onsite health coach. Staffing costs associated with the health coach would be
passed through to the City. Additionally, patients will have access to an online health portal
containing the following web -based and online self-help educational services, all accessible on
a smartphone, which include, but are not limited to:
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. CareHere Wellness Website: This online tool (available on the computer and smartphone)
offers health tips, incentives for participation in wellness programs, access to health coaches,
and allows patients to communicate with other participants in a social network atmosphere.
. Patient Portal, including lab results: This allows patients to view their HRA/biometric
screening results to gain a better snapshot of their current health status.
• Webinars: CareHere hosts several webinars throughout the year, and will notify employees of
upcoming events
. Medical Library: CareHere Wellness Website also comprises a vast online medical library for
patients to browse based on their interest in topics or health concerns.
2. List all past and present contracts for the provision of onsite medical services for
public and private entities, including:
i. Name of entity
ii. Name and contact information for the public entity employee that had oversight over
the contract
iii. Years that services were provided and
iv. If contract has been terminated, the reason for termination.
CareHere has extensive experience managing onsite/near-site clinics and currently manages
208 clinics for 165 clients in 26 states throughout the United States. Of the 208 clinics,
CareHere currently manages 22 clinics throughout the state of Texas, and 186 clinics outside
the state of Texas. With respect to the privacy of CareHere's clients and the magnitude of our
clinic network, further details will be provided upon being selected as a finalist.
3. State the type of ownership, the name and location of the parent company and
subsidiaries, if any.
N/A
4. List the states, other than Texas, where services are in use.
CareHere is currently operating in the following states:
Alabama
Maryland
Pennsylvania
Arizona
Michigan
South Carolina
Colorado
Missouri
Tennessee
Florida
Mississippi
Texas
Georgia
Montana
Utah
Iowa
North Carolina
Virginia
Illinois
Nevada
West Virginia
Indian
Ohio
Wisconsin
Kentucky
Oregon
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5. Qualifications (including relevant professional designations and descriptions) and
experience of the personnel who will be directly assigned to carry out the services
described in this RFP.
Health Center Account Management - Operations
The City of Denton will also have a team of experienced individuals from CareHere who will
proactively implement and manage the onsite health center. The following individuals will
assist with the management of the health center:
The CareHere Director of Client Services (DCS) assigned to the City (Betsy D'Acierno) will
be included in this process from day one. The DCS is responsible for managing the ongoing
operations of the health center including responding to day-to-day problems, managing issues,
coordinating and supervising staff, managing account resources, and providing reports and
status updates. The DCS will be the main point of contact for all account related questions,
and will have daily/ weekly/monthly touchpoints with the City (depending on the client's
desired involvement).
The DCS' role is to make our clients' interactions with CareHere streamlined and simple.
CareHere has many departments and team members that work behind the scenes to provide
the excellent services and components of each client's health center. The City may interact
directly, at times, with the different departments but can also use the DCS as their single point
of contact.
Preferred Director of Client Services (DCS) Qualifications:
• At least three years of experience with a healthcare related operation or system
• At least three years of experience with clinic operations
• At least three years of supervisory experience
• At least three years of successful customer service experience
Provider - A copy of the following items are required from ever provider:
• Current state medical license
• Dispensing license, if applicable
• National Provider Identifier (NPI) documentation
• Medical school diploma
• Internship certificate
• Residency certificate
• ACLS Care or CPR certification card (if achieved)
• Federal DEA certificate (confirm unrestricted prescription capability)
• State control number to write prescriptions, if applicable.
• Current CV
• Three professional references from colleagues, including their name, phone number, email,
and fax number (if applicable)
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Skills and Qualifications
• Two years of experience, preferably in a family medical practice setting
• Strong clinical skills
• Ability to communicate effectively with staff and patients using excellent written and verbal
skills
• Strong computer skills, as well as written and verbal communication skills
• Friendly personality and ability to work well as a member of the health care team
Medical Assistant (MA):
• Three years of experience as an MA
• Licensed in the State of TX (if licensure is required)
• Friendly personality and ability to work well as a member of the health care team
Registered Dietitian (RD):
• Four- year college degree with completion of approved dietetic internship
• Registered Dietitian through the Commission of Dietetic Registration (CDR)
• Licensed in the state they practice (if licensure is required)
• Responsible for keeping license and CDR registration up to date
6. How many other clients will this account team service in addition to the City?
The DCS serves five additional accounts.
7. Describe your pre-employment/post-offer screening process for employees to
include drug testing, criminal background checks, financial background checks, and
confidentiality agreements.
JeNelle Gouvas, CareHere's VP of Recruitment & Provider Relations, oversees recruitment and
ensures that health center personnel acquire and maintain current qualifications. Ms. Gouvas
and her team maintain and review provider and clinical staff qualifications, credentials,
licenses, etc. on an ongoing basis and notify personnel of any requirements that need to be
performed. The CareHere recruitment team has a 26 step due diligence process for all medical
providers that are recruited to ensure that the highest quality personnel is staffed at the health
and wellness center.
The CareHere recruitment team also ensures all candidates are wellness and prevention and
patient -focused, practice evidence -based medicine, and believe in the CareHere health center
model. CareHere conducts thorough reference checking with at least three previous employers
and extensive background checks including drug testing, criminal background checks,
financial background checks, and confidentiality agreements to ensure the most qualified staff
are presented to serve the City's employees and their families
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8. Provide information on any National, State, or local professional associations to which
Mohr co mMa nM McMo n MR
CareHere's internal controls are tested by external auditors as part of their procedures
in testing the annual audited financial statements. Additionally, periodically, security
testing is performed on the Company's network. An SSAE 16 engagement is planned
upon completion of enhancements to our electronic medical record system. CareHere
also utilizes MainNerve testing for system vulnerability and LBMC for annual auditing.
9. Describe any lawsuits, pending or resolved, that have been filed against your
company related to the provision of the services requested in this RFP.
There are no existing lawsuits that could potentially have a material adverse effect on
CareHere's business.
10. Please provide your company's most recent public financial report.
Please see Exhibit I: CareHere Audited Financial Statement.
11. What EMR system will your company use for our clinic? Does the EMR include
Evidence Based Clinical Decision Support tools to provide diagnostic, prescription, and
treatment guidance?
CareHere's proprietary EMR system will implement Evidence Based Clinical Decision Support
tools to provide diagnostic, prescription, and treatment guidance in 2017. The CareHere EMR
will support EBM guidelines recommended by the Institute of Medicine (IOM).
12. Is your EMR system proprietary to your company or is it licensed from a third -party?
CareHere's EMR and patient portal system is proprietary to our company.
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13. What sets your company apart from other companies that provide similar services?
Through patient -centered and provider -driven wellness care delivery, transparent pricing
methodology and investments in technology and big data, CareHere offers a model like no
other vendor in our industry.
Differentiator 1: Patient -Centered Care Delivery and Provider -Driven Wellness
The greatest differentiator in CareHere's approach to health and wellness clinic management
is our focus on patient -centered healthcare, and the reliance on a trusted provider relationship
to guide patients to wellness initiatives. There is an incredible opportunity to take the initial
financial savings and primary care services of the health center a step further, to achieve
optimal long term health savings and reduce future healthcare claims trends. With a trusted
provider relationship as the driver, we will empower patients to make healthy behavioral
changes and move toward a better health status. Resources available include specific wellness
initiatives delivered through a collaboration of CareHere health coaches and the patient's
provider. The CareHere's EMR system facilitates this collaboration by allowing all documented
patient activity viewed by primary care health clinic staff, occupational health center staff,
pharmacists, case managers, and health coaches. CareHere's unique level of collaboration
between all those that touch a patient provides for optimal patient care coordination and
outcomes.
Further, CareHere providers, clinical staff, and health coaches are trained on the City's other
benefit and community health resources to best coordinate a patient's overall care. CareHere
will refer to and partner with the City's offered resources to help patients manage their health.
It "takes a village" to manage a patient's overall health and the CareHere health clinic is
equipped to serve as the primary care hub for the City and its members.
Differentiator 2: Investment in Technology, Data Integration, Reporting & Analytics
CareHere constantly invests in the technology to improve health center management and
patient outcomes, including these resources in our model at no additional expense to the City.
CareHere's model includes in-depth reporting, data analytics, and predictive modeling to all
our client partners. Controlling health costs, measuring performance, and assessing risk all
start with access to data, reporting and analytics. In addition to reporting all financial, clinical,
and operational measures, CareHere's data integration and analytic solutions provide the
employer with the advanced analytical tools to:
•Identify potential high risk and high cost individuals early
•Identify members who would most benefit from case management
•Identify "gaps in care" for individuals with key risk factors
-Forecast future plan and individual utilization and costs
CareHere has the ability to integrate health and wellness clinic data, medical plan claims
data, pharmacy plan data, wellness data and any other pertinent vendor data into our data
warehouse for analysis.
careG?,Pi. .
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Along with the reporting and data analytics, also included in the CareHere model for all
patients is our wellness tracking application. The wellness tracking application is available via
the internet, iPhone and Droid and houses individual HRA/biometric data, allows patients to
communicate with their health coaches, and can be customized with incentive programs and
rewards to engage your members in making healthy lifestyle changes.
Differentiator 3: Cost Transparency and Trust
CareHere, exclusively dedicated to the health and wellness center industry as an independent
health and wellness organization, has no ownership ties to medical service providers in any
form. This allows CareHere to focus its operations on providing employers with services for
the development and management of onsite medical care and wellness initiatives. We do not
seek to provide health center and wellness management services in order to control or direct
referrals, obtain margins on drugs or other clinical services, or to encourage maintaining
coverage with a particular network. Our billing methodology accomplishes what employers
and patients are demanding: a transparent payment system that delivers care without any
perverse incentives. CareHere can continually evaluate utilization and cost data to make
recommendations for the health clinic services that are in the best interest of the City, its
employees and their families.
1M. M hat®MoMr comManMMhMMoMhC?LAMroach to emMbMee cMRLM :orMorate
mission and vision)?
Our Mission
CareHere partners with employers to inspire their employees and families to achieve well-
being and health through innovative, quality, cost-effective healthcare solutions delivered with
enthusiasm and compassion.
Our Vision
CareHere will be the foremost pioneer of innovative healthcare solutions. Together, we will
deliver superior health and financial outcomes by challenging traditional conventions of
healthcare.
Our Core Values
CareHere operates our business based on the principle: "Do what is best for the patient. Do
what is best for the client." Our core values of service, innovation, transparency, responsibility,
and growth guide us in the quest to fulfill our purpose and mission with integrity.
11-11%,\/
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15. Please provide any additional information that your company believes will
be helpful to the City in evaluating your company's ability to provide the services
requested in this RFP.
CareHere is dedicated exclusively to the onsite industry. This approach allows CareHere
to focus its operations on providing employers with services for the development and
management of onsite medical care and wellness initiatives. We do not seek to provide clinic
and wellness management services to control or direct referrals, obtain margins on drugs or
other clinic services, or to encourage maintaining coverage with a particular network. Our
most important consideration is what is best for the patient and client.
In contrast to this ideal, studies have shown that hospital -owned physician organizations
have led to higher total expenditures per patient annually through the use of hospital-based
ambulatory services and greater hospital pricing. For more information on this research,
please see Exhibit J: JAMA Network Research Article.
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"WISM11 e PEmil
The following section is not applicable to CareHere, as we are the current vendor for the
City of Denton's Employee Health Clinic Operation.
1. Describe in detail your company's plan to transition the City's clinic from our current
manaMement comManM.
N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic
Operation.
2. How many existing clinics have you transitioned to your company? How many were
public entity clinics?
N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic
Operation.
3. Describe in detail your plan to retain the current clinic staff.
N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic
Operation.
4. Describe in detail your plan to obtain and transition medical records from the prior
comManM.
N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic
Operation.
5. Describe in detail your plan and expected timeline to train staff on your EMR system
and other corMorate Mo[RMMand MrocedMrea
N/A. The current staff is trained on the CareHere EMR system and other necessary policies
and procedures.
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0 ■
As indicated above, please include a detailed explanation of services offered, as they
relate to the City's "Outline of Expected Services" in Exhibit 3, and your recommended
approach to addressing the City's needs. Please provide reasonable estimates of the
cost to the City on a monthly and/or annual basis. Please include any services offered
that may be above and beyond the Outline of Expected Services indicated by the City.
Confirmed, CareHere will offer the services to the City found in the "Outline of Expected
Services" in Exhibit 3. All services outlined in this the RFP are included in the pricing sheet
submitted by CareHere.
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1. Overall Cost Per Employee Per Month (PEPM)?
$20 PEPM
2. Please confirm that the following costs are including in the above PEPM cost. If they
are not included, please clearly state such and provide the additional cost to include:
i. Administrative fees;
Included
Transition costs/fees;
Included
iii. Data transfer costs/fees;
Included
iv. Staff costs;
Staffing is not included in the PEPM rate. CareHere projects a cost of $425,055 to staff the City
of Denton's health clinic in 2017. The provided staffing cost assumes the existing staff will
continue working in the City of Denton's Health Clinic.
CareHere currently manages the City of Denton's Health Clinic. CareHere will use the existing
staffing rates (plus an assumption of a 4% increase) of the current medical personnel in the
clinic. The included staffing rates include benefits, and necessary medical oversight. Should
CareHere need to recruit new/additional medical staff for the City of Denton's health clinic,
CareHere will not exceed an hourly rate of $150 (including benefits) for a MD, $100 (including
benefits) for a Mid -Level, $40 (including benefits) for an RN, and $25 (including benefits) for
an MA.
v. Medical supply costs; and
Medical supply costs are not included in the PEPM rate. For medical supply costs, an average
per -visit cost based on our book of business will be applied to the visit total in order to
estimate a total cost for 2017. Using existing data from the City of Denton's health clinic
operation CareHere was able to estimate an annual supply cost of $38,612 for 2017.
Medical equipment costs are not included in the PEPM rate. All necessary medical equipment
costs will be passed through to the City of Denton at a pass-through rate with no markup. It is
CareHere's understanding that additional medical equipment will not be necessary.
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Please see the following language surrounding payment terms taken from CareHere's sample
contract:
" 2.02 Monthly Fee. Monthly invoicing by CareHere will commence upon the targeted opening
date agreed upon per Section 1.03 of this Agreement. No later than the 10th day of each
calendar month immediately following the receipt of the CareHere invoice, the Employer shall
pay to CareHere the amount of $20 per employee per month for arranging for the Medical
Professional and the other services provided under this Agreement during the immediately
preceding calendar month.
2.03 Ongoing Operational Expenses. In advance of the first day of each month, CareHere
shall submit an amount equal to the sum of the estimate of that month's medical expenditures
and an adjustment from prior months' actual expenditures for all expenses required to
operate and maintain the Employer clinic in order to provide the Medical Services under this
Agreement. These expenses may included, but are not limited to, Medical Professional and/
or Medical Assistant costs, reimbursement to Medical Professional for medical malpractice
insurance, other required insurance, Medical Professional and Medical Assistant training
expenses, approved medical staff travel expenses, required taxes (federal, state, local, or other),
medical supplies, medications, laboratory expenses, office supplies, equipment and other
items that may be required by CareHere or the Medical Professional to provide the Medical
Services under this Agreement and any sales taxes (federal, state, local, or other) incurred by
CareHere to purchase items necessary to provide the Medical Services under this Agreement.
On an annual basis, CareHere and the Employer will negotiate appropriate Cost of Living
Adjustments to be enacted for Medical Professionals. The Employer shall be responsible to pay
CareHere such amount invoiced no later than the 15th day of the calendar month immediately
following the receipt of the CareHere invoice. Past due amounts are subject to a finance charge
of 1.5% per month."
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4. Provide detailed savings projections, including savings in the following areas:
M MrIgnadcareMITleclIMMURITF11?
Please see the following graphs presented to the City of Denton during CareHere's most recent
annual review. In 2015 CareHere was able to show a $628,211 savings in regards to shifting
primary care visits from the marketplace to the health center. Additionally, CareHere was able
to show a $644,207 savings in regards shifting primary care visits from the marketplace to the
health center in 2014. CareHere expects to exceed these numbers for 2016 and 2017 and looks
forward to presenting the 2016 annual report to the City of Denton in 2017.
Office Visit Services Cost Care1
City of E."t n
Line
1
2
3
4
5
6
€m, of Denton
CareHere Marketplace*
Annualized Primary Care Costa:--- ---- ---- ---- ---- 834,653-
Annua9ized Primary Care Off!- Visits: 6,113
Comparable Office Visit & Services Cost: 63.91. 136.54
€arehlere Appointments (1/1/15-12/3 1115): x 8,650 x 8,650
Total Cost: $ 552,838 $ 1,181,049
Savings through CareHere (1/1/15 - 12/31/15): $628,211
$3,490,090
IJ
$1,299,999 -
$1,009,099
$899,000
$609.4901
$409,090
J l
t=sf tf 1 -
$200,000
r Irl tt rl1 ifr
SnC—Here ECity of Denton Vlarketpface"
*12/3112015 Average Primary Care Office Visit & Services Cost from the Data Collection
Form provided by Scott Payne on April 22, 2616. $834,653 primary care costs , 6,113
marketplace office visits = $136.54 per marketplace visit.
Mice Visit & Services Cost
Prepared for. City of Denton Texas -
Report Period: 1/1/2014 through 12/31/2014
Prepared on: 1/27/2015
Prepared by: Morrow
ne
fl
2
3
4
5
6
Annualized Ynmary Care C -Is.
Annualdzed Or, mary Care O ice Visits.
nton 9'exas
City of D;"a
CareHere arketplace
�� 974,113
6,68$
Comparable D#flee Visit
& Services Cost.
$ 70.041'$ 145.65
�C—Here Appoaniments
h]S%fl4 =1231/14)
x 8 S2Q. x 8,520
Total Cost
_=
t 2A0 945
Saw nes through CareHere
(1/1/14 12/31/14)
€ ,,,,$644
$1,200,000 -'
$1,090,000 -€
$8@0,009 t
$609,009
$400,000 -€
4
$269,004 i
�4} , NJ"/P\"
J\fit Sif tj}"
i a>,}It t G,ll,i:,rF
I C—Here al of Denton
T—, Marketplace'
'12/31/2014 Average Primary Care [Office Visit &Services Cost from the Data Collection Form
Provided by Scott Payne on January 21, 2015. $974,113 primary care costs 6,688 marketplace
office visits = $145.65 per marketplace visit.
11-11%,\ `'2CY1k
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ii. Prescription drugs (from higher generic utilization, transparent step -therapy, and
steerage)
CareHere is open to strategizing with the City to discuss a pharmaceutical program that will
bring additional savings to the City. No prescription savings have been realized at the City of
Denton's Employee Health Clinic due to State Laws and Regulations surrounding medication
dispensement.
5. Achievement of reasonable return on investment (ROI) and the applicable timeframe
to achieve the ROI.
Clients operating in a broad scope of industries can experience the health benefits and positive
ROI results of CareHere's patient -centered healthcare model. Clients experience an initial ROI
based on the cost off -set of patients utilizing the onsite health clinic rather than the standard
fee-for-service physician visit, as well as pharmaceutical savings and employees spending
less time away from work. During the first year of clinic operations, high risk patients are
identified and diagnosed based on their chronic conditions by participating in an HRA. As
more patients participate in wellness programs and move towards healthier lifestyles, the
long term healthcare cost trend begins to decrease due to the avoidance of expensive claims
associated with chronic diseases.
CareHere has provided the City of Denton with an ROI annually. In the most recent annual
review, CareHere was able to show the City of Denton the following results surrounding
Return on Investment. From inception, every $1 invested in CareHere returned $3.97.
Careflw r Cost:
Tatal Nalurm:
13agzs
Ft01:
r
10- n'a3ar',�
Calms Per Employee Per Year
AnIMIMOMM
a Pie-C—H— !iP C—H... lmp..
i1$,OCtl
................. .................. .................. .................. ..................
..................
$16,6C+7.—
From incepilon, eery $� I� seed I reHere returned $3.97.
£1S fdiT
Teed 19%
512,6Lj5
�.�
1�3�
tai ftr�
0
'
2001 2NM 2069
2010, 2011 2612
7013
201E
2015
Careflw r Cost:
Tatal Nalurm:
13agzs
Ft01:
r
10- n'a3ar',�
Brentwood, TN 1 615.221.5901 1 carehere.com
rv�
AnIMIMOMM
From incepilon, eery $� I� seed I reHere returned $3.97.
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6. Number of years the baseline fees are guaranteed.
CareHere's administrative fee (PEPM) is guaranteed throughout the length of the contract in
it's entirety.
7. Describe the process for adding additional future clinic/medical staff hours.
,r®,••®�®•r,®,•rsx4fflir ,®®a -• .fir E� -,®- Er
clinic/medical staff hours.
CareHere monitors health center utilization on a daily, weekly, and monthly basis. Depending
on health center filled visit percentages, the DCS will recommend increasing or decreasing
hours of operation. CareHere manages the clinic to anticipate a scheduled appointment use
rate of 85 to 90 percent. The remaining 10 to 15 percent of appointment space is lei available
for the anticipation of walk-in appointments. Should the clinic's utilization exceed 90 percent
for an extended period of time, the DCS will recommend adding additional provider hours.
CareHere will not add additional provider hours until granted permission from the City of
Denton.
There are no additional administrative costs to the City associated with an increase in clinic/
medical staff hours. The PEPM rate will not change throughout the duration of the contract.
8. Please provide a detailed listing of all services included within your Administrative
Mee.
Onsite/Near-Site Medical Services
• CareHere will provide the highest quality primary care and minor emergency medical
services for non -occupational illnesses and injuries, Monday through Friday to members
age 24 months and older. The exact hours of operation will be determined after the
contract is awarded;
• Provide appropriate medical professionals to staff the clinic during the prescribed hours.
• Provide sufficient "relief" medical professionals to staff the clinic in cases of illness,
vacation, training, or to temporarily fill-in when vacancies occur;
• Provide inoculations and immunizations including, but not limited to, flu and tetanus
shots as desired or promoted by the City;
• Conduct pre-employment physicals as requested;
• Plan, develop and support wellness initiatives in conjunction with the City's wellness
program, including but not limited to:
• Health screenings such as blood pressure checks, HDL/LDL cholesterol, blood
glucose, total BMI and other screenings as requested during the year
• Provide employee follow-up and education
• Chronic disease management, monitoring, and employee education
• Coordination with the City's wellness program to support wellness related
activities
• Assist the City in developing wellness initiatives that have a direct impact on
potentially reducing identified health risks in the City
• Provide support for the City's Healthy Incentives Program
• Provide education, support and assistance to patients in the form of live/
telephonic/online health coaching, nutritionists, etc.f7YY/tt'i/
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If services are expanded in the future, serve as a collection site for pre-employment,
random, reasonable suspicion, post -accident and follow-up drug testing in accordance
with DOT and the City's testing requirements and procedures:
• Provide for proper chain of custody and all necessary forms
• Provide for collection supplies
• Provide for or make arrangements for transportation of specimens to laboratories
Maintain the current clinic model of each patient having a full 20 minute appointment
with the medical provider (i.e., in an hour time period only 3 appointments are available
per provider)
Wellness Services
• Health Risk Assessment
• Pre -Diabetes Management
• Tobacco Cessation
• Lipid Management
• Nutritional Counseling
• Mental Health Management
• Addiction Intervention
• Physician/Nurse "Reach Out" Program
Technology and Health Services
• Electronic Medical Records
• Data Analytics
• ROI Analysis
• Tracking Programs
• Trend Analysis
• Survey Results
• 24/7 Support Line
• Smartphone Application
• Physician Health Seminars
• Wellness Classes
• Cardiovascular Risk Reduction
• Weight Management
• Exercise Adherence
• Stress Management
• Hypertension Management
• CareHere's Wellness Website
• Population Health Management
• 1-800 Bilingual Customer Support
• Reporting
• Risk Predictions
• Online Scheduling System
• Self -Care Education Tools
• Clinic Inventory
• Clinic Best Practices
• Population Promotions/Incentives
• Online Medical Management
9. If the cost of medical malpractice insurance is not included in your administrative fee
or the PEPM fee, please outline the expected costs for this coverage.
CareHere charges 65 cents per visit for medical malpractice. CareHere used good faith
to estimate that the cost of medical malpractice insurance for the City of Denton will be
approximately $5,265 in 2017.
10. Please provide a listing of the top 25 supplies your clinic will stock and the price the
City will payfor each of these supplies (if they are not included within the PEPM price
listed above).
Please see Exhibit K: Example Supply List with Pricing (25 supplies only)
careG?,Pi. .
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11. Please provide the costs for the following services (if these are not included within
the PEPM price listed above):
i Cholesterol Test (Lipid Panel - HDL/LDiTbtal Cholestero[TriQlycericles)
ii Blood Sugar Test (Fasting and Non'FastinQ)
$2.80/test
iii. Strep Test (Rapid and Regular)
$L34/teat
M Mfffl TeMt
$13.55/tuat
M MIM Mhot
$11.50/dose
�� Tet nMMMhot
$30.77/doac
vii Hepatitis Vaccinations
Hep A: $45.40/doac
Hep B: $25.10/doac
viii. Required Immunizations
Required Immunizations will be billed at a pass-through rate with no mark up.
ix PreQnancyTest (Blood)
$8]0
x. Lab Draw Fees
Included in the PEPM
xi Lab Processing Fees
Included in the PEPM
xii EKG
Included inthe PEPM
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12. Our current HRA blood draw includes all the tests identified in Attachment A. What
is your expected cost to duplicate this HRA blood test with your current lab provider?
The cost of the CareHere HRA/biometric screening will remain the same. This cost is included
in the PEPM administrative fee.
13. Outline the costs associated with the following occupational health exams:
i. Post offer physicals
Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services
NIMINEIRM
Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services.
iii. Pre -Employment, Random, Reasonable Suspicion, and Post Accident drug test
??ecMmen co??ectMon
Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services
1 M. M MMMoratod co? ? Me ren throMMh the medR:aM Mn or aM a Ma?? throMMh to the
City?
The City will be billed at a pass-through rate with no mark up for all lab services utilized
within their health clinic.
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15. Please provide the cost of an onsite x-ray machine and the applicable leasing
arrangements that can be offered to the City.
CareHere does not recommend including an x-ray machine in the health clinic but has
included the pricing below for the City's reference. If the City wishes to include an x-ray
machine in the clinic CareHere must staff a full-time Radiology Technician to operate the
machinery. Additional set-up fees maybe necessary as additional equipment and supplies will
be necessary depending on the space procured by the City of Denton.
Cost of X -Ray machine: $100,000 (approximately and depending on type of machine desired)
Cost of installation: $50,000
Cost of supplies (film): $9/film
Cost of Licensure, Physics Surveys, Radiation Dosing Badges/Dosing Monitoring Service -
$2,500 annually
CareHere also has the ability to purchase and set up a portable X -Ray machine, if the City
prefers:
• Cost of Portable X -Ray Unit: $16,887.00
• Cost of X -Ray Processing Set -Up: $27,500.00
TOTAL: $44,387.00
Cost of full-time Radiology Technician: $50,000 annually
Cost of Texas Radiologist Overreads - $30 per xray
16. Address your willingness to enter into a performance guarantee and how the
performance criteria and penalties might be structured.
CareHere is willing to establish performance guarantees with the City of Denton. During
the contract negotiation phase, both parties will establish baselines and metrics for the
performance guarantees.
Examples of performance criteria that are measured upon are:
-Patient Satisfaction
-Patient Utilization
-Reporting
-Budget Adherence
-HRA Engagement
-Wellness Engagement
CareHere places 10% of the PEPM management fee at risk for the performance guarantee.
At the end of year, CareHere will review the performance guarantee and determine any
reimbursement due to the City.
Please see Exhibit L: Sample Performance Guarantee.
17. Please provide a sample contract for your services.
Please see Exhibit M: CareHere Sample Employer Agreement.
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1. Does our firm agree that no commissions, service fees or other forms of
compensation of any type shall be paid to any party without first being fully disclosed
to the City?
Confirmed.
2. Please confirm that no termination of contracts for clinic services have occurred due
to non-performance, poor performance or other misfeasance in the last ten (10) years.
If so, please explain:
Confirmed.
3. Please provide a statement that there is no and will be no conflict of interest in your
providing Onsite Medical Clinic Operations and Management Services to the City of
Menton.
Confirmed. There is no and will be no conflict of interest in CareHere providing Onsite
Medical Clinic Operations and Management Services to the City of Denton.
4. Please confirm that there is no relationship of consanguinity between the principals
of your firm and any City Council Member or City official or employee that would result
Mn the memMer or em??oMee ha??nM an MnteeMt M a MMMIR contract or otherwIffle ? . Ilte
IIIIIIIIII - ® -®- ®®• ®®®®® • �® ®®
Confirmed. There are no relationship of consanguinity between the principals of your firm
and any City Council Member of City official or employee that would result in that member of
employee having an interest in a public contract or otherwise violate the states ethics or public
contracting laws.
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5. Please provide a statement describing your firm's equal employment opportunity
Mo M.?
CareHere recognizes the importance of a diverse organization in meeting today's business
challenges. We believe that ideas, talents, and resources from a diverse set of individuals are
necessary to address the problems and issues that confront us today and that will continue to
challenge us in the future. CareHere's employee base and leadership team reflect the belief in
allowing individuals from all backgrounds the opportunity to join us and contribute to our
mission to provide innovative healthcare solutions to employers across the country.
It is and shall continue to be the policy of CareHere that all applicants and employees are
entitled to equal employment opportunity regardless of race, color, religion or creed, sex,
national origin, age, sexual orientation, disability (in the case of qualified individuals with a
disability), veteran status, or other factors identified by applicable local, state or federal law.
In compliance with the provisions of all applicable state and federal civil rights laws, every
effort will be made to employ the most qualified individuals without regard to the above
factors. Additionally, it is and shall continue to be CareHere's policy to provide promotion and
advancement opportunities in adherence with this policy.
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City of Denton
RFP for Employee Health Clinic Operation and Management Services
ATTACHMENT B -SUBMISSION EXCEPTIONS/CLARIFICATIONS
Any exceptions or clarifications taken to this solicitation (including terms and conditions in
Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines
below. Additional pages may be added as needed. If there are no exceptions or clarifications,
please sign where indicated at the bottom of the page.
Item # Description
COOPERATIVE PURCHASING / PIGGYBACK OPTION
"The contract resulting from this solicitation will be available for use by all governmental entities, providing there
is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the
option to use the pricing as agreed to within the resulting contract.
Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference
and cite the City of Denton contract number (Solicitation number) within the purchase order document.
After award, the contractor agrees to pay a service fee in the amount of 2% of the dollar amount of all issued
purchase orders generated from use of this contract. The contractor further agrees to remit the service fee by
check on a quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing
Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of
the quarter. The Contractor shall also provided quarterly sales reports from the contract awards and Purchase Orders
issued from the Contract, for the purpose of billing and collecting the service fee, and for compiling required
purchasing history. This report shall be sent to purchasingLdeityofdenton.com on or by the tenth day of each month.
The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review
the Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees
charged to the Contractor."
Due to the longevity of CareHere's relationship with the City of Denton and the reduction in
PEPM fee we provide due to this relationship, CareHere respectfully requests the removal or
modification of sections that accounts for the above concerns.
The above exceptions and clarifications (and any additional pages identified) are the ONLY
exceptions/clarifications to the specifications, General Provisions and Terms and Conditions in
Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional
exceptions produced after final submission of this proposal.
Signature
CareHere, LLC. Sent. 21.2016
Company Date
No Exceptions are taken to this solicitation or the General Provisions and Terms
and Conditions in Exhibit 2.
Signature Company Date
Brentwood, TN 1 615.221.5901 1 carehere.com
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City of Denton
RFP for Employee Health Clinic Operation and Management Services
ATTACHMENT D -REFERENCES
Please provide a list of at least three (3) references, other than the City of Denton, where like
services or their firm has performed similar projects. In addition, please include all municipalities
or other public entities (and number of employees) served by your firm. The City is especially
interested in references from clients that had existing clinic programs in place that your
company successfully took over.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: ECTOR COUNTY
LOCATION:
Odessa, TX
CONTACT PERSON AND TITLE:
Pat Patton, Director of Human Resources
TELEPHONE NUMBER:
(432) 498-4025 (w)
SCOPE OF WORK:
CareHere Wellness Center
CONTRACT PERIOD:
Opened August 2008
REFERENCE TWO
GOVERNMENT/COMPANY NAME: CITY OF GALVESTON
LOCATION:
CONTACT PERSON AND TITLE: Kent Etienne, Director of Human Resources
TELEPHONE NUMBER: (409) 797-3655 (w)
SCOPE OF WORK: CareHere Clinic
CONTRACT PERIOD: Onened Aueust 2007
REFERENCE THREE
GOVERNMENT/COMPANY NAME: MIDLAND COUNTY
LOCATION: Midland, TX
CONTACT PERSON AND TITLE: Mitzi Baker. Midland Countv Treasurer
TELEPHONE NUMBER: (432) 688-4885 (w)
SCOPE OF WORK: CareHere Clinic
CONTRACT PERIOD: Opened February 2009
RFP 6198 - Main Document Page 24 of 26
Brentwood, TN 1 615.221.5901 1 carehere.com
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C o nFAHWU A i t B
City of Denton
RFP for Employee Health Clinic Operation and Management Services
ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
J-1 Name of vendor who has a business relationship with local governmental entity.
Carel lure, LLC
Check this bex if you are filin
M an update to - Previously filed q-clii ... ire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority riot later than the Ins business day after the
date on which Vora became aware that the orivinvilly filed gucinionooiro was hicompich: Or blaccUrIle,)
3
Name of local government officer about whom the information in this section is being disclosed.
Scott Pane
Narne of Officer
This section, (item 3 including subparts A, R, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001 (1 -to, Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this suction receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes [;� No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction ofthe local government officer
named in this section AND the taxable ineorne is not received from the local governmental entity?
EJ Yes FA No
C. Is the filer ofthis questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and farnily relationship with the local government officer ruined in this section.
N/A
4jI have no Conflict of Interest to disclose.
51
Signature od'vendor doing busby ss with the governmental entity Date
care&ew/
Brentwood, TN 1 615.221.5901 1 carehere.com
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City of Denton
RFP for Employee Health Clinic Operation and Management Services
The undersigned agrees this submission becomes the property of the City of Denton after the official opening
The undersigned affirms fie has familiarized himself with the specification, drawings, exhibits and other documents; the
local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and
storage of materials and equipment; and all other matters that will be required for the work before submitting a response.
The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered,
at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this
submission will be 120 calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared
in collusion with any other respondent, nor any employee of the City of' Denton, and that the contents of this submission
have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of
this submission.
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under
the antitrust laws of the United States, 15 USCA Section I etseq., and which arise under the antitrust laws of the State of
Texas, Tex. Bus. & Com. Code, Section 15.0 1, et Seat.
The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained
in this solicitation package.
The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter
the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
lrtfp://www.cilyoi'dear€on.cont?index.aspx?pa eX397 to ensure they have downloaded and signed all addendum(s) required
for submission with their response.
I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements
and answers to questions. I am aware that the information given by me in this submission will be investigated, with my
full permission, and that any misrepresentations or omissions may cause my submission to be rejected.
Acknowledge receipt of following addenda to the solicitation:
Addendum No I Dated &Minber 81. 2016
Addendum No 2 Dated Seritember 19111.2016
Addendum No 3 Dated N/A
NAME AND ADDRESS OF COMPANY:
Carellere, LLC
51.41 Virginia Way, �Suite 350
Brentwood 'CN 37027
Tel. No. 615.221.5901
Email. sales @Dcarehere.com
Brentwood, TN 1 615.221.5901 1 carehere.com
Received September 8111, 2016
Received September 191", 2015
Received —N/A - — ------------
LIMIIIIIIINVA
Signature
Date September 21, 2016
Name Bernie Livers
Title VP of Sales and Mark tin a
Fax No. 615.467,8893
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November 23, 2016
Best & Final Offer — RFP 6198 — Employee Health Clinic Operation & Management Services
To: City of Denton
It is an honor and privilege to have served the City of Denton over the past 5 years. We have
included our Best and Final Offer (BAFO) proposal alongside this cover letter, and we are
excited about the opportunity to continue this partnership for many more years. CareHere is
confident in our ability to provide excellent cost effective health care to the employees and
families of the City while saving money for both the City and their employees. Since the
clinic's inception in December of 2011, CareHere has provided the City with over $6 million
dollars in savings and has maintained or decreased the risk factors of 71% of the HRA
participants.
In the BAFO proposal CareHere has decreased the current PEPM Management Fee from
$21.50 PEPM to $20 PEPM ($27,000 per year savings). CareHere has also included the
Disease Management/Wellness Program (Propel) for all employees of the City of Denton at
no cost to the City. CareHere has waived the $6,500 setup fee and the $3 PEPM Wellness
Program fee for an annual savings of $54,000. Additionally, CareHere has included a
Registered Dietician to be staffed at the Health Clinic for 16 hours a week. The Registered
Dietician will be available more hours if the City of Arlington also selects CareHere as its
clinic vendor. The cost of the Registered Dietician will be paid by CareHere and will save the
City of Denton over $33,000 annually on staffing alone. Concluding, the total savings,
additional program enhancements and wellness staffing valued at $120,500 will be added in
year 1 of the new contract period.
The City of Denton is a valued partner of CareHere and we are excited to continue managing
the City's Employee Health Clinic Operation for many more years.
Kind Regards,
Bernie Livers
Vice President Sales and Marketing
CareHere, LLC
Mobile: (615) 495-5299
Work: (615) 767-5511
Email: bhvers(i�CareHere.com
Web: www.CareHere.com
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EXHIBIT 3
Exhibit C
Scope of Work
SECTION I
General Information and Instructions
The City of Denton (City) is seeking qualified vendors to provide Clinic Operation and
Management Services at its existing near -site Employee Health Center (Clinic), for the City's
employees, retirees, and dependents that are enrolled in the City's self-funded health plans. The
Clinic provides all medical services typically associated with a family -practice doctor's office.
These medical services include, but are not limited to: primary care, minor emergency care, health
risk assessments, call support, immunizations and injections, prescriptions, wellness education,
disease management, and primary case management for all members 24 months of age and older.
The City currently pays a monthly management fee to existing clinic Management Company on
Per Employee per Month (PEPM) based on the number of employees enrolled in the City's self-
funded health plan. All other operational costs for the clinic, including but not limited to, lab
services, medical supplies, medical equipment, office equipment, office supplies, furniture, and
staff salaries are passed through to the City, at straight cost, with no additional fees or markup
added to them.
The Health Risk Assessments (HRA) conducted at the clinic are a critical component of the City's
overall wellness program. The HRA consists of a comprehensive blood draw at the Clinic and
follow-up with a Clinic provider.
Additional services may eventually include new hire physicals, initial workers' compensation
triage, workers' compensation return -to -work, and pre-employment/random/post-
accident/reasonable suspicion drug specimen collection.
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SECTION II
BACKGROUND AND PHILOSOPHY
BACKGROUND
The City of Denton (City) is requesting your proposal to provide Clinic Operations and
Management Services for the employees, retirees, and dependents enrolled in the City's self-
funded dual option medical plan.
The City offers medical benefits to all full-time employees (employees working 30 or more hours)
and their eligible dependents. Additionally, the City extends medical benefits to our retirees, and
their eligible dependents, if the retiree elects to maintain coverage at the time of separation.
The City has operated the Clinic since December of 2011, through a third -party operations and
management company. The City is conducting this Request for Proposal (RFP) process because
our current contract with that company expires December 31, 2016.
The Clinic is located in the professional building at Denton Regional Medical Center, 3537 S.
I35E, Denton, Texas 76210. The Clinic has 2,832 square feet, with four exam rooms, two
laboratory areas, two provider offices, a conference room, waiting area, and front desk area. The
Clinic is staffed by a part-time Physician, a full-time Nurse Practitioner, a part-time Nurse
Practitioner, and three Medical Assistants. The medical staff performs lab draws in-house, but the
majority of tests are run at an outside laboratory (currently LabCorp).
The City of Denton has an estimated population of 131,000 residents and was incorporated in
1866. Denton is located approximately 40 miles north of Dallas and Fort Worth. It sits at the apex
of a triangle that encompasses the Dallas -Fort Worth metropolitan area. Although it benefits from
the overall growth and expansion of the largest Consolidated Metropolitan Statistical Area in the
state, Denton and its economy stand proudly independent.
In general, Denton is a full-service city that provides law enforcement, fire safety,
paramedics/rescue, refuse collection, sanitary landfill, electric distribution and transmission,
water, wastewater, storm sewer, animal control, parks/recreation, library and airport services.
Two major universities—University of North Texas and Texas Woman's University—along with
a fully accredited public school system, allow local citizens every educational advantage possible
and a rich blend of cultures.
The City of Denton has a work force of approximately 1,500 employees. The City has had an
effective safety and risk management program since 1970, an active Wellness Program since 1990,
an insured employee assistance program (EAP) since 1998, and became self-funded for the
employee health plan in 2008. Additionally, the City has an Employee Insurance Committee (EIC)
representing all departments, providing education and feedback as well as recommendations to
City Management and City Council. The City has an active Wellness Committee and has
developed a wellness incentive program that began in 2011.
The City's health plan enrollment is:
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EXHIBIT 3
1,338 employees
3,501 total lives (including 56 retirees + 27 dependents of retirees)
Each year the Clinic has increased both the number of available appointments and the number of
filled appointments. In 2014, there were 7,640 available appointments with a 92% utilization rate.
In 2015, there were 7,870 available appointments with a 90% utilization rate. For 2016 we expect
to top 8,000 available appointments with an 85% utilization rate.
The City's benefit plan year is January 1 through December 31.
PHILOSOPHY
The City wants to provide high quality, cost effective medical care with a focus on wellness and
prevention to our eligible employees, retirees, and dependents ("members") that participate in the
City's self-funded health plan. We want to help our members establish a "medical home" at our
clinic and help them develop a personal relationship with our medical team. We want to provide
our members with free access to primary care medical services so that cost is never a barrier to
seeking medical care. We want to link the wellness programs and resources available through the
City and our health plan third -party administrator (TPA) to the point where our members access
care.
We seek a caring and committed partner to help the City engage our members in a manner that
will motivate them to take an active role and have personal accountability for their overall health
and wellbeing. We seek to be a change agent for our members by helping to improve their overall
quality of life. We understand that in accomplishing these things, the City will realize savings on
our health plan costs in the long term.
We seek a partner that has experience in managing clinical operations for employers; has
experience taking over an existing clinic (if applicable) and continuing effective operations; has a
robust and easy to access wellness platform; and, has an integrated Electronic Medical Records
(EMR) system with electronic prescribing features.
CURRENT STAFFING MODEL
The City currently staffs our existing clinic with a part-time Physician (D.O./M.D.), a full-time
Nurse Practitioner, a part-time Nurse Practioner, and three (3) Medical Assistants. It is the City's
preference to retain the existing staff to ensure continuity of care.
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SECTION III
City Provided Goods and Services
City shall provide the following goods and services to the awarded contractor:
1. Clinic location
Denton Regional Medical Center Professional Building, 3537 S.I35, Suite 317,
Denton, TX, 76210 — See Supplement F for a floor plan and layout of the existing
clinic space
2. All necessary medical equipment and furniture
3. Reasonable and necessary medical supplies
4. All needed phones, computers, printers, fax, and peripherals
5. Fully furnished waiting area, office and conference room furniture
6. Reasonable and necessary office supplies
7. Phone, cable, and internet services through Charter Communications
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SECTION IV
Proposal Guidelines for Onsite/Near-Site Medical Clinic
Operations and Management Services
The following good and services shall be supplied by the awarded contractor:
Outline of Expected Services
L Onsite/Near-Site Medical Services
A. Provide the highest quality primary care and minor emergency medical services for
non -occupational illnesses and injuries for a nine (9) consecutive hour time period,
Monday through Friday (observing all City holidays) to members age 24 months
and older. The exact hours of operation will be determined after the contract is
awarded;
B. Provide appropriate medical professionals to staff the clinic during the prescribed
hours. The City's preference is to maintain the existing structure and the existing
employees. However, the City is willing to entertain other staffing models to
deliver the requested medical services;
C. Provide sufficient "relief' medical professionals to staff the clinic in cases of
illness, vacation, training, or to temporarily fill-in when vacancies occur;
D. Provide inoculations and immunizations including, but not limited to, flu and
tetanus shots as desired or promoted by the City;
E. Conduct pre-employment physicals as requested;
F. Plan, develop and support wellness initiatives in conjunction with the City's
wellness program, including but not limited to:
1. Health screenings such as blood pressure checks, HDL/LDL
cholesterol, blood glucose, total BMI and other screenings as
requested during the year
2. Provide employee follow-up and education
3. Chronic disease management, monitoring, and employee education
4. Coordination with the City's wellness program to support wellness
related activities
5. Assist the City in developing wellness initiatives that have a direct
impact on potentially reducing identified health risks in the City
6. Provide support for the City's Healthy Incentives Program (see
Attachment)
7. Provide education, support and assistance to patients in the form of
live/telephonic/online health coaching, nutritionists, etc.
G. If services are expanded in the future, serve as a collection site for pre-employment,
random, reasonable suspicion, post -accident and follow-up drug testing in
accordance with DOT and the City's testing requirements and procedures:
1. Provide for proper chain of custody and all necessary forms
2. Provide for collection supplies
3. Provide for or make arrangements for transportation of specimens to
laboratories
H. If services are expanded in the future, provide triage of workers' compensation
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EXHIBIT 3
injuries as well as:
1. Job specific return -to -work evaluations
2. Job specific pre-employment and fit -for -duty physicals
L Maintain the current clinic model of each patient having a full 20 minute
appointment with the medical provider (i.e., in an hour time period only 3
appointments are available per provider)
IL Clinical Management
A. During the clinic transition phase, provide assistance and expertise to ensure a
successful and efficient transfer that allows operations to continue;
B. Provide resources and expertise to ensure optimal and positive positioning of the
clinic throughout the term of any contract, through employee communication and
promotion;
C. Provide staffing of medical, technical, and support staff that demonstrate strong
interpersonal skills, exceptional service delivery philosophy and passion for the
holistic treatment, care, wellness, and recovery of patients;
D. Provide supply and inventory management;
E. Provide medical administration of patient care including patient management and
patient referral management;
F. Maintain patient records in a secured environment, in electronic medical record
(EMR) format, in compliance with HIPAA regulations. EMR should have
electronic prescribing capabilities;
G. Provide for the active management of the City's employee health by deploying
target wellness and chronic disease management initiatives;
H. Maintain open dialogue with the City's health and workers' compensation third -
party administrators (if applicable), and with City staff responsible for those
functions, to balance both recovery and City return -to -work programs;
L Assist with and actively engage in cost savings management initiatives;
J. Provide regular scheduled reports to the City (as outlined in Section IV- Reporting)
that sufficiently describe the program impact, cost impact, employee satisfaction,
and other performance parameters as agreed upon with the City;
K. Maintain communications with City staff regarding patient status within HIPAA,
FMLA, and ADA guidelines;
L. Maintain ongoing communication with City staff regarding program opportunities
and enhancements. This includes regular face-to-face meetings with City staff as
well as attendance at various meetings such as the Employee Benefits and Wellness
Fair and other health fairs, and meetings with other City staff including
management, the City's Employee Insurance Committee, and the City's Wellness
Committee, as needed.
III. Medical personnel minimum requirements
A. All medical personnel (physicians, physician assistants, nurse practitioners, nurses,
and medical assistants) shall be properly licensed, credentialed, and authorized to
practice/work in Texas.
B. The selected vendor shall consult with the City on all replacements, additions, or
changes in clinic personnel. As the party ultimately responsible for the expense of
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EXHIBIT 3
the medical personnel, the City shall have the final say on all clinic personnel.
IV. Technology
A. Provide for a "paperless" medical office by having state of the art electronic
medical records software and hardware;
B. Provide state of the art technology to support scheduling requirements for patients
and online check-in;
C. Ability to send multiple appointment reminders via email, phone, and/or text;
D. Provide online access to patient status updates and test results;
E. Capture relevant procedure code data to enable the City to perform comparisons
between the services rendered in the clinic with the cost of performing those
services outside of the clinic setting;
F. Provide the capability to interface the health TPA's computer system:
1. Ability to file "zero dollar" claims with the City's health TPA
2. Ability to capture a reasonable "fee schedule" for those claims
G. Provide an application solution for iOS, Android, and other smartphones;
H. Provide a web -based consumer education portal;
L Ability to export clinical/lab data to medical carriers;
J. Information Technology support services for clinic operations.
V. Reporting
A. Provide City specific management reports on a weekly/monthly basis to include but
not be limited to:
1. Clinic census data (patients seen/day; duration of visit, etc.)
2. Number of available appointments, number of filled appointments,
and utilization percentage on a weekly basis
3. No show report by provider and lab draws
4. Number of lab procedures
5. Financial performance data
6. Employee satisfaction data
7. Referral data
8. Cost savings data
9. Wellness initiatives and efforts
10. Wait time data
11. Aggregate reports summarizing the types of disease states, conditions,
illnesses, and injuries of patients accessing the clinic
12. Monthly reports of those employees who have had the HRA blood
work performed and completed the required follow-up visit with the
provider
B. Provide the appropriate medical records in the appropriate format to the City's
health third -party administrator in order to allow the data to be integrated with the
third -party administrator's disease management and wellness programs.
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EXHIBIT 3
Fxhihit it
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
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EXHIBIT 3
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non -conforming deliverables. If the City
has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the
deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non -complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City's service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor's obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
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EXHIBIT 3
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
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in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non -conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be bore by the City unless the audit reveals an overpayment of I% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be bore by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
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Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
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conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables,
or replace the non -conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be bore exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be bore by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
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shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City's evaluation of and determination to
accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non -conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ninety (90) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ninety (90) day period, cures such default, or provides evidence sufficient to prove to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without
limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon ninety (90) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
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for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
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THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers' compensation coverage written by the Texas Workers' Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
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If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof, and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
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portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Goverment Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere
in the world of the rights associated with the City's' ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor's breach of any of Contractor's representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor
agrees that the City's specifications regarding the deliverables shall in no way diminish
Contractor's warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
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title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made -for -hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made -
for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work -
made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
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42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
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47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
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51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded
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requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means -
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis -Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD -2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
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must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, goverment -wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to goverment -owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-perfolmance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
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or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit F
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at anytime; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
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• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted.
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[X] Professional Liability Insurance
Professional liability insurance with limits not
respect to negligent acts, errors or omissions
required under this Agreement.
Contract 9 6198
less than $1,000,000.00 per claim with
in connection with professional services is
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger's Liability. Said coverage may be
provided by a Rigger's Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
ATTACHMENT 1
[] Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
Contract 9 6198
DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F
EXHIBIT 3
Exhibit F
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Goverment Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at
https://www.ethics.state.tx.us/whatsnew/elf info_fo1-m1295.htrn
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasingg.citvofdenton.com with the contract number in the
subject line. (EX: Contract 1234 — Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission's website within seven business days.
Contract 9 6198
Certificate Of Completion
Envelope Id: lC5470EBA16E4E6DA40162DAB8Cl446F
Subject: City Council Docusign Item - 6198
Source Envelope:
Document Pages: 113 Signatures: 2
Supplemental Document Pages: 0 Initials: 0
Certificate Pages: 6
AutoNav: Enabled Payments: 0
Envelopeld Stamping: Enabled
Time Zone: (UTC -06:00) Central Time (US &
Canada)
Record Tracking
Status: Original
2/15/2017 5:27:01 PM
Signer Events
Karen E. Smith
karen.smith@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Ben Barker
bbaker@carehere.com
Chief Operating Officer
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/15/2017 6:18:45 PM
ID:225a3448-dc01-42c7-b4fd-7015d20cad5e
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
EXHIBIT 3
Holder: Karen E. Smith
karen.smith@cityofdenton.com
Signature
=1
Using IP Address: 129.120.6.150
Doau5ignerl by:
C6C 61 hu,l7. .
Using IP Address: 99.59.164.252
Signed using mobile
Caacusigned by:
CO21996QAM4,19
Using IP Address: 129.120.6.150
Status: Sent
Envelope Originator:
Karen E. Smith
karen.smith@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 2/15/2017 5:30:34 PM
Viewed: 2/15/2017 5:30:51 PM
Signed: 2/15/2017 5:32:35 PM
Sent: 2/15/2017 5:32:37 PM
Viewed: 2/15/2017 6:18:45 PM
Signed: 2/15/2017 6:20:36 PM
Sent: 2/15/2017 6:20:39 PM
Viewed: 2/16/2017 12:29:57 PM
Signed: 2/16/2017 12:36:24 PM
Sent: 2/16/2017 12:36:26 PM
Viewed: 2/16/2017 4:04:32 PM
S e C U R t D
EXHIBIT 3
Signer Events Signature Timestamp
Todd Hileman
todd.hileman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 6:52:51 PM
ID:8154723a-9757-4d53-a4b5-794656233671
Jennifer Walters
jennifer.walters@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
in ❑erson Signer Events
Signature
Timestamp
Editor ❑eliver❑ Events
Status
Timestamp
❑gent ❑eliver❑ Events
Status
Timestamp
rntermediar❑ ❑eliver❑ Events
Status
Timestamp
Certilled ❑eliver❑Events
Status
Timestamp
Caron Cop[] Events Status Timestamp
Bernie Livers Sent: 2/15/2017 5:32:37 PM
blivers@carehere.com ON Viewed: 2/15/2017 7:19:40 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley Sent: 2/15/2017 6:20:38 PM
julia.winkley@cityofdenton.com ON
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman Sent: 2/15/2017 6:20:38 PM
sherri.thurman@cityofdenton.com COP#P Viewed: 2/16/2017 8:58:29 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
EXHIBIT 3
Caron Cop[] Events Status Timestamp
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 1:39:51 PM
ID:04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Scott Payne
scott.payne@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
❑otar❑ Events Timestamp
Envelope Summar❑ Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/16/2017 12:36:26 PM
❑allnent Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM
Parties agreed to: Ben Barker, Todd Hileman, Robin Fox EXHIBIT 3
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per -page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
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or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
EXHIBIT 3
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
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consequences of your withdrawing consent for online documents will be that transactions
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Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetSca e 7.2 (or above)
Email:
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Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
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EXHIBIT 3
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
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save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
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City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
File #: ID 17-347, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Economic Development
CM/ ACM: Bryan Langley
Date: March 28, 2017
SUBJECT
Consider adoption of an ordinance approving amendments to the term of the agreement, adding baseline
metrics, adding a general termination clause, and adding an appropriations clause to the Management
Agreement between the City of Denton and the Dallas Entrepreneur Center.
BACKGROUND
On March 21, staff presented a work session to Council regarding Stoke Denton's six-month action plan for
membership recruitment, programming, and mentoring. Staff also reviewed the proposed amendments to the
management agreement with the Dallas Entrepreneur Center.
On February 21, staff presented a work session to Council regarding Stoke Denton, including the project's
history, budget information, and occupancy/activity. Council's discussion centered on the management
agreement with the Dallas Entrepreneur Center, in particular how members of Stoke Denton are vetted, how to
establish performance metrics for the Dallas Entrepreneur Center's management of Stoke Denton, and proposed
amendments to the management agreement with the Dallas Entrepreneur Center.
RECOMMENDAT EON
Staff recommends the following amendments to the Management Agreement with the Dallas Entrepreneur
Center:
• Add initial baseline measurements for number of events held/attendees per event, number of visitors,
number of mentor sessions available/used, and number of entrepreneurs assisted.
• Modify the language regarding the term to read "may be renewed annually" instead of "will be renewed
annually."
• Change the agreement expiration date from March 1, 2017, to September 30, 2017.
• Add a general 30 -day prior written notice termination option.
• Add an appropriations clause.
• Specify remittance of the 10% of membership fees directly to the City of Denton instead of to Rail
Yard, Ltd.
ERDR [ACT DN[RECEEC X=E=IBEErdEX= C ===
March 21, 2017 - City staff presented a work session to Council regarding Management Agreement
amendments and a six-month action plan for Stoke
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February 21, 2017 - City staff and Dallas Entrepreneur Center CEO Trey Bowles presented a work session to
Council regarding current status of the Stoke Denton Entrepreneur Center
October 30, 2015 - Council adopts Ordinance 42015-328 authorizing the City Manager to execute a
management agreement with the Dallas Entrepreneur Center for the management of the entrepreneur center to
be located at 608 E. Hickory, Suite 128
September 15, 2015 - Council adopts Ordinance 42015-300 approving a 5 -year commercial lease agreement
with Rail Yard Partners, Ltd. for 608 E. Hickory, Suite 128 and a 5 -year incentive grant ($76,000 annually) to
Rail Yard Partners, Ltd.
January 16, 2015 - The Tax Increment Reinvestment Zone Number One ("Downtown TIF") Board
recommended approval of an incentive to Rail Yard Partners, Ltd.
October 14, 2014 - The Economic Development Partnership Board recommended that staff proceed to the Tax
Increment Reinvestment Zone Number One ("Downtown TIF") Board for a vote on using TIF funds for an
incentive related to the Tech Denton Economic Development Initiative
October 1, 2014 - Tech Denton Economic Development Initiative is funded in the FY 2014-15 budget
August 19, 2014 - Staff presented a Work Session to Council regarding the request for $220,000 to fund the
Tech Denton Economic Development Initiative
July 31, 2014 - Staff presented a Budget Workshop to Council requesting $220,000 to fund the Tech Denton
Economic Development Initiative
April 7, 2014 - Economic Development staff presented program components of what would become the Tech
Denton Economic Development Initiative during a joint meeting of the City Council and the Economic
Development Partnership Board; staff was directed to develop the program
C LSCA C [IN CORMAT ION
The Dallas Entrepreneur Center retains 90% of the membership fees generated by Stoke Denton and remits the
other 10% to the City. The Dallas Entrepreneur Center uses this portion of the fees to fund marketing,
promotion, events, office supplies, member amenities such as coffee and snacks, and general and administrative
expenses for Stoke Denton incurred by the Dallas Entrepreneur Center.
Per a letter from City staff to the Dallas Entrepreneur Center dated October 31, 2016, the City will provide
$48,750 during FY 2016-17 to fund the Stoke Denton director position.
STRATEG [U EEAN [RE CAT IONS C C
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention
F77IR7PS
Exhibit 1 - Ordinance and Amended Agreement
Exhibit 2 - Presentation
Respectfully submitted:
Caroline Booth
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Director of Economic Development
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SAL,egal\Our Documents\Ordinances\17\DEC amendment.docx
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE DENTON, TEXAS, APPROVING AN
AMENDMENT TO THAT CERTAIN AGREEMENT BETWEEN THE CITY OF DENTON
AND THE DALLAS ENTREPRENEUR CENTER FOR THE MANAGEMENT OF THE
ENTREPRENEUR CENTER LOCATED AT 608 EAST HICKORY, SUITE 128, DENTON,
TEXAS, 76201; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has entered into an agreement with the Dallas Entrepreneur Center
for management of an entrepreneurial space as set forth therein; and
WHEREAS, it is in the public interest to amend the said agreement as set forth in Exhibit
A hereof, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HERBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
amendment to the agreement with the Dallas Entrepreneur Center in substantially, the form of
the Management Agreement, which is attached hereto as Exhibit A.
SECTION 2. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Amendment.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2017.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
IN
APPROVED AS TO LEGAL, FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: ;
3/23/2017 4:15 PM
FIRST AMENDMENT TO THE ENTREPRENEUR CENTER MANAGEMENT
AGREEMENT BETWEEN THE CITY OF DENTON AND THE DALLAS
ENTREPRENEUR CENTER
This first amendment ("Amended Agreement') is made between the City of Denton, Texas,
a Municipal Corporation formed under the laws of the State of Texas and located at 215 E.
McKinney Street, Denton, Texas 76201 (the "City"), and The Dallas Entrepreneur Center, a
Texas Nonprofit Corporation organized as a 501(c)3 entity whose principal place of business is
located at 311 North Market Street, Dallas, Texas 75202 ("Manager") for the management of an
entrepreneurial space located at 608 East Hickory, Suite 128, Denton, Texas, 76201. (The City
and the Manager are collectively referred to as "the Par -ties").
WHEREAS, the Economic Development Partnership Board and the City Council have
established target industries for economic development recruitment, including a focused initiative
on entrepreneurship and technology-based companies; and
WHERE -AS, on the 15th day of September, 2015, the City of Denton, Texas approved
a Grant Agreement with Rail Yard Partners, Ltd. to utilize Tax Increment Reinvestment
Zone Number One Funds to stimulate a catalyst transit -oriented redevelopment project located
at 608 East Hickory, Denton, Texas 76201 (the "Property"); and
WHEREAS, on the 15th day of September, 2015, the City of Denton, Texas approved
a Commercial Lease Agreement with Rail Yard Partners, Ltd. to lease 9,216 square feet of
office space located on the Property ("Commercial Lease") to operate an entrepreneurial space for
a technology recruitment initiative ("Stoke Denton" or Entrepreneurial Center"); and
WHEREAS, the City entered into an Entrepreneur Center Management Agreement with
Manager for the management of the Entrepreneurial Center at the Property on or about October 30,
2015 (the "Agreement"); and
WHEREAS, it is in the public interest to amend the Agreement to include terms such as
baseline metrics for performance evaluation, termination provisions, and payment details, as set
forth herein; and
WHEREAS, the Parties desire that the Manager, a non-profit entity who provides a unique,
sole -source management solution for entrepreneurial space, manage and operate Stoke Denton
pursuant to Texas Local Government Code Section 252.022(a)(7)(F);
NOW, THEREFORE, for the mutual promises and consideration as described herein, the
Parties agree as follows:
I. TERMS
A. Program Management. The City hereby authorizes and engages the Manager
as its agent to manage the daily operations of the Entrepreneur Center and associated programs
during the term of this Amended Agreement. The Manager hereby accepts such engagement
subject to the terms and conditions expressed in this Amended Agreement. The City shall
Page 1 of 8
cooperate with the Manager to the extent necessary for the Manager to fulfill its duties under
this Amended Agreement. Without limiting the generality of the foregoing, the City is hereby
authorized and shall be obligated to do as follows in its discretion and as is allowed under the
City's budget processes:
1. Financial responsibility for the Commercial Lease Agreement and associated
operating expenses at 608 East Hickory, Suite 128, and Denton, Texas 76201.
2. Provide entrepreneurial office and co -working space located at 608 East Hickory, Suite
128, Denton, Texas 76201 for the operation of the Entrepreneur Center commencing on or
about March 1, 2016.
3. Provide appropriate technology, furniture, fixtures, and equipment for the
entrepreneurial office and co -working space.
4. Provide staff support to the Manager to assist in the operations of the
Entrepreneur Center.
5. Provide marketing assistance as available and budgeted in the Economic Development
Division program funding.
6. License the use of any and all branding, logos, program markers, URL addresses,
websites, and other marketing materials to the Manager for the promotion of the program.
B. Management of the Entrepreneur Center. The Manager has the responsibility
and discretion in the operation, direction, management and supervision of the Entrepreneur Center,
subject only to the limitations expressed herein. Commencing with the term of this Amended
Agreement, the Manager shall perform the following:
1. Coordinate with the Landlord on the design and layout of the Property, including
tenant finish -out selections, interior design, and architectural/construction decisions. The
Manager will solicit feedback from the City during this process.
2. Coordinate with the City's marketingladvertising designee to finalize all branding, logos,
program markers, and marketing materials for the promotion and launch of the program
and Entrepreneurial Center.
3. Coordinate the selection and procurement of all furniture, fixtures, and equipment for
the Entrepreneurial Center; working directly with the City and all applicable purchasing
laws,
4. Coordinate with the City to finalize membership eligibility, terms, application
requirements, membership fees, operating hours, performance measures, and all other
programmatic elements.
5. Commencing with the term of the Commercial Lease Agreement, day-to-day management
and operations of the Entrepreneur Center and associated programs, including, but not
limited to the following:
Page 2 of 8
i. Membership recruitment and collection of all membership fees;
ii. Coordinate, plan, and host events and training for members; and
iii. Create a business support hub for tech -based companies and start-ups by
offering the knowledge, resources, and support necessary for growth and
success.
6. Manager will pay a percentage of operating expenses associated with the Commercial
Lease Agreement, as follows:
i. Ten percent of all membership fees collected by Manager will be paid
quarterly to the City;
ii. The first payment to the City will be due sixty days after the opening of the
Entrepreneur Center and will be due quarterly thereafter.
7. The remaining ninety percent of membership fees will be utilized by the Manager for
daily operations of the Entrepreneurial Center, including but not limited to the following:
i. Programming and event expenses.
ii. Snacks, supplies, and other amenities and benefits.
iii. Marketing and recruitment expenses.
8. Solicit sponsorships, donations, programming, speakers, and all other support as necessary
to successfully operate the entrepreneurial space and associated programs.
9. Provide a quarterly financial report to the City that shows a separate accounting of
all revenue and expenses associated with the operation of the entrepreneurial space in
Denton, and an accounting of all revenue and expenses associated with the
Manager's full operations.
10. Establish baseline metrics for: the number of events held in the entrepreneur center and
the number of attendees at each event; number of visitors to the entrepreneur center;
number of mentor sessions available and number of mentor sessions used; and number
of entrepreneurs assisted. Such baseline metrics will be used to set future performance
goals for the Manager upon the Effective Date of this Amended Agreement.
C. Insurance. Manager shall require that proper Certificates of Insurance evidencing
general liability, automobile, bodily injury, property damage, death and workers compensation
coverage shall be furnished, with copies to the City, and require that all policies be kept in force
during the term of the Amended Agreement by all vendors, concessionaires, subcontractors and
service providers in the minimum amounts approved by the City. Such policies shall name the
City as an additional insured. The Manager further agrees to maintain at all times during the term
of this Amended Agreement and the Development Agreement, with responsible insurance
companies, insurance as follows:
1. Such worker's compensation, employer's liability or similar insurance as may be
required by law, or such greater amounts which Manager shall deem advisable but
not less than $1,000,000/$2,000,000;
Page 3 of 8
2. A general liability insurance policy in the amount of at least $ 1,000,000 per person or
$2,000,000 per occurrence for bodily injury or death;
3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence;
4. Such other insurance against such other operation risks as Manager and City deems
advisable to insure against, including, without limitation, auto liability insurance, liquor
liability insurance and fidelity bonds;
5. Errors & Omissions or Professional Liability Coverage in the amount of at least
$1,000,000; and
6. Fire insurance and insurance against such other hazards ordinarily included by an all-risk
form of extended coverage endorsement on the buildings, operating supplies, furniture,
furnishings and equipment in an amount equal to at least one hundred percent (1001/o) of
actual replacement cost (without deduction for depreciation) thereof, and all alterations,
substitutions and replacements therefore, and bearing a standard noncontributory
mortgagee loss payable endorsement in favor of the holders of any Mortgage on the
Entrepreneur Center and providing, if reasonably available, for waiver of subrogation
against such holder and the debt and security of such Mortgage in the event that the
Entrepreneur Center is restored. This insurance shall include business interruption
assurance.
The Manager shall add the City as an additional insured on policies required by this Amended
Agreement. Moreover, the Manager shall assume all risks in connection with the adequacy of any
insurance or self-insurance program and waives any claim against the City for any liability, costs or
expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a
reasonable period of time after the effective date of this Amended Agreement, Manager shall
provide the City with a Certificate of Insurance showing compliance with this section. Any
rovi
changes to coverage shall cause Manager to immediately notify the City in writing of such change.
D. Compliance. Manager shall make all reasonable efforts to comply with all laws,
rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of
Denton, including without limitation, the state and local liquor authorities, and the requirements of
any insurance companies covering any of the risks against which the Entrepreneur Center is insured.
MANAGER SHALL INDEMNIFY AND HOLD HARMLESS THE CITY FROM ANY
LOSS, COST, DAMAGE, OR EXPENSE ASSOCIATED WITH COMPLIANCE
HEREUNDER.
E. Management Term. The term of this Agreement shall commence on the date the
Agreement is approved by the City Council and shall continue through September 30, 2017.
This Agreement may be renewed annually for five years. Provided that Manager has met the
performance metrics set forth in this Amended Agreement as approved by the City Council, then
the City's approval of such renewal may not be unreasonably withheld, subject to Section (H) of
this Amended Agreement and federal, state, or local law.
F. Termination. The Amended Agreement may be terminated prior to the expiration
of the Amended Agreement upon the occurrence of one or more of the following events:
Page 4 of 8
1. Upon any default of the Commercial Lease Agreement between the City and the Landlord
following the expiration of applicable cure periods;
Upon y ( y
�. U on at least Chir[ 3t} days prior written notice to the ether party, if (i) the Entrepreneur
Center is damaged or destroyed by fire or another casualty, or (ii) all or a substantial part
of the Entrepreneur Center is taken in a condemnation or eminent domain proceeding;
3. Upon at least thirty (30) days prior written notice if Manager shall apply for or consent to
the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its
assets, file a voluntary petition for bankruptcy; or, become otherwise insolvent;
4, If Manager permanently ceases operation of the Entrepreneur Center; or
5. If Manager fails to provide or maintain insurance as required under this Amended
Agreement.
6.. Upon mutual agreement of the parties or not less than 30 days written notice by one party
to the other.
II. MISCELLANEOUS
A. Indemnification. MANAGER AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS,
EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL
CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR ,SUITS FOR INJURIES, DAMAGE,
LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE
ATTORNEYS' FEES FOR PRE-TRIAL, TRIAL AND APPELLATE PROCEEDINGS,
ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT
WITNESS FEES), OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING
OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE CITY OF
THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL
SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON,
CONSTITUTIONAL, OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART,
UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF THE CITY,
ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES, AND
INVITEES, OR OF MANAGER, OR CLAIMS OF ANY PAST OR FU'T'URE
LIFE/SAFETY CODE "VIOLATIONS, OR ANY REQUIREMENT OR AWARD
RELATING TO COURSE OF EMPLOYMENT, WORDING CONDITIONS, WAGES
AND/OR COMPENSATION OF EMPLOYEES OR FORMER EMPLOYEES AT THE
ENTREPRENEUR CENTER INCLUDING VIOLATIONS OF ANY STATE, LOCAL,
OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY,
AND INJURY TO PERSON(S) AND DAMAGE TO PROPERTY OR BUSINESS BY
REASON OF ANY CAUSE WHATSOEVER IN AND ABOUT THE ENTREPRENEUR
CENTER OR ELSEWHERE, UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY
THE CITY'S GROSS NEGLIGENCE AS DETERMINED BY A FINAL NON -
APPEALABLE JUDGMENT ISSUED BY A COURT OF COMPETENT
JURISDICTION, 'WILLFUL MISCONDUCT, FRAUD, OR BREACH OF THIS
AGREEMENT. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF
WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED
BY INSURANCE AS HEREIN PROVIDED. IN THE EVENT THAT A CLAIM I
Page 5 of 8
ASSERTED AGAINST EITHER PARTY OR BOTH, MANAGER SHALL PROVIDE
CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM
RECEIPT
B, Notice. Any notice required to be given under this Agreement or any statute,
ordinance, or regulation, shall be effective when given in writing and deposited in the United States
mail, certified mail, return receipt requested, or by hand -delivery, addressed to the respective
parties as follows:
cr1y DALLAS ENTREPRENEUR CENTER
City Manager Trey Bowles
City of Denton President
215 E. McKinney 311 Market Street
Denton, TX 76201 Dallas, Texas 75202
311 Market Street
C. Inurement. This Agreement and each provision hereof, and each and every right,
duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and
obligation of the City and MANAGER and their respective successors and assigns.
D. Application of Laws. All terms, conditions, and provisions of this Agreement are
subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial
determinations relative thereto. This Agreement shall be governed by the laws of the State of
Texas and venue shall lie in Denton County, Texas.
E. Exclusive Agreement. This Agreement contains the entire understanding and
constitutes the entire agreement between the parties hereto concerning the subject matter contained
herein. There are no representations, agreements, arrangements, or understandings, oral or written,
express or implied, between or among the parties hereto, relating to the subject matter of this
Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall
prevail notwithstanding any variance in this Agreement from the terms and conditions of any other
document relating this transaction or these transactions. This Agreement may not be modified,
amended, surrendered or changed, except by a written instrument executed by both parties.
F. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or
word in this Agreement, or application thereof to any person or circumstance is held invalid by
any court of competent jurisdiction, such holding shall not affect the validity of the remaining
portions of this Agreement, and the parties hereby declare they would have enacted such remaining
portions despite any such invalidity.
G. No Representation. In entering into this Agreement, the parties acknowledge that
the City has made no representation to the Manager regarding Manager's potential earnings, the
possibility of future success or any other similar matter respecting the Entrepreneur Center and the
City's assistance hereunder, and that the City expressly makes no guarantee as to the success of
its assistance as provided hereby.
Page 6 of 8
H. Non -Appropriation. Other provisions of this agreement notwithstanding, the
Parties hereby agree that all funds paid by the City pursuant to this Agreement shall be paid from
current City funds and shall be dependent upon appropriation of same by the Denton City Council.
This Agreement is effective as of the_dayof _, 2017.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Lo
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
By:
CITY OF DENTON, TEXAS
"A
TODD HILEMAN
CITY MANAGER
DALLAS ENTREPRENEUR CENTER
A Texas Nonprofit Company
,By:
Its: <�10
Page 7 of 8
STATE OF TEXAS
The forgoing Management Agreement was executed before me on the day of
2017 by Todd Hileman, City Manager of the City of Denton, Texas, a Texas municipal corporation,
on behalf of said Municipal Corporation.
Notary Public
in and for the State of Texas
STATE OF TEXAS
COUNTY OF DENTON I
The fbrgQinf Management Agreement was executed before me on the
qday of /"'
0
2017 by o
%allas Entrepreneur Center, on behalf of said corporation.
JILL SCIGLIANO Notary Public
Notary ID # 130983408
MyCommissionDpires in and for the State of Texas
Jan 27, 2021
Page 8 of 8
City Hall
City of Denton 215 E. McKinney St.
- Denton, Texas 76201
www.cityofdenton.com
,
DENTON
File #: ID 17-367, Version: 1
Legislation Text
AGENDA INFORMATION SHEET
AGENDA DATE: March 28, 2017
DEPARTMENT: Parks and Recreation
DCM: Bryan Langley
SUBJECT
Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $154,000 of in-
kind services and resources for the Denton Arts and Jazz Festival to be held in Quakertown Park on Friday
through Sunday, April 28-30, 2017; and providing an effective date.
BACKGROUND
The Denton Arts and Jazz Festival is organized by the Denton Festival Foundation. In 2016, the City Council
authorized spending up to $150,000 of in-kind services and resources for: staff, equipment, supplies, facilities,
security, and park maintenance support, use of the Civic Center, Quakertown Park, and the Senior Center. In
addition to the City sponsorship of $150,000, the Denton Festival Foundation received $91,309 in FY 2015-16
Hotel/Motel Occupancy Tax (HOT) funds.
This year the Denton Festival Foundation expects to host approximately 260 vendors and estimates 225,000
people throughout the three day event at the Arts and Jazz Festival.
A change to the 2017 sponsorship agreement includes liability for damages done to City property that exceed
normal wear and tear. This change was added in response to damages at Quakertown Park in 2015. The damage
liability addition will be included in all future sponsorship agreements. Event organizers have been notified.
RECOMMENDATION
Staff recommends approval.
PRIOR ACTION/REVIEW
On March 1, 2016, City Council authorized an agreement for the City's sponsorship in an amount of $150,000
under Ordinance No. 2016-073. On February 17, 2015, City Council authorized an amount of $142,000 under
Ordinance No. 2015-031 and again on April 1, 2014, in an amount of $123,000 under Ordinance 2014-093.
FISCAL INFORMATION
In 2017, Denton Festival Foundation will receive $100,000 in fiscal year 2016-17 HOT funds. The estimated
cost to the City to provide the requested in-kind services and facilities is estimated to be $154,000. The City is
recognized as a sponsor at the appropriate level. Including this event, the City Council will have authorized a
total of $163,564 of in-kind City support to six of the nine previously sponsored special events for fiscal year
2016-17.
The Legal Department has advised that only the City Council has the authority to gift city resources. All
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File #: ID 17-367, Version: 1
sponsorships where city facilities or city services are requested for free or at a reduced rate require City Council
approval.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Liveable, and Family -Friendly Community; and Sustainability
and Environmental Stewardship. While individual items may support multiple KFAs, this specific City
Council agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Safe, Liveable & Family -Friendly Community
Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities.
EXHIBITS
1. Letter of Request
2. Proposed Co-sponsorship Agreement
3. Actual Costs for Fiscal Years 2014-16
4. Running Total of In -Kind Support
5. Proposed Ordinance
Respectfully submitted:
Emerson Vorel, Director
Parks and Recreation
Prepared by:
Janie McLeod, Community Events Coordinator
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D E NT N
jazz
FEWIVAL
t-, t %4-
dentonjazzfest.com
Denton Festival
Foundation, Inc.
P.0, Box 2104
Denton, Texas 762-02
(940) 565-0931
Fax (940) 566-7007
Exhibit I
WMVF�TZWV��l �
fOl E. Hickory Suite 9
Denton, Texas 76205
The Denton Festival Foundation, Inc. is requesting that the City
pJ_DRVMs4&jtu * or of
TZ=.
The support and man hours supplied from Parks & Recreati
and other city departments through in-kind services is our
most important sponsorship for a successful event. I
We are proud and appreciate this partnership and lo
forward to your expertise, advice and services that
complement our planning and production. I
The dates for the Denton Arts & Jazz Festival are April
30, 2017. There are no significant changes at this time
regarding facilities and logistics at Quakertown Park. The
Denton Festival Foundation will work closely with all city
departments for additional needs for the upcoming event and
will continue to meet our obligations as required by the City of
I
Sincerely,
"Ir dew? oneam. z aew�s q a ea*,e ga, d4e
Exhibit 2
CITY OF DENTON. TEXAS PARKS& RECREATION DEPARTMENT
601 E. Hickory,: - DENTON, TEXAS• I 90 .• ,AFAX •I 349 8166
March 30, 2017
Ms. Carol Short, Executive Director
Denton Festival Foundation
P.O. Box 2104
Denton, TX 76202
Dear Ms. Short:
Congratulations, your sponsorship has been approved by the City Council in an amount not to
exceed $154,000 of in-kind services and resources provided by the City of Denton's Police,
Solid Waste, and Parks and Recreation departments for the Denton Arts and Jazz Festival to be
held in Quakertown Park on Apri12 8 - May 30, 2017.
The City of Denton is proud to be a sponsor of this event and will provide basic and critical
support to the event as outlined below. As part of the approval process, City Council has
requested to see the financial report (profit/loss statement) for the 2017 Denton Arts and Jazz
Festival included in the Denton Festival Foundation's request for future sponsorship.
The following is a summary of the sponsorship relationship and roles assumed by the Parks and
Recreation Department and the Denton Arts and Jazz Festival organizing committee.
Special Event Co -Sponsorship Agreement
Parks and Recreation Department
1. The Department will provide use of Quakertown Park, Civic Center, and the Senior
Center at no charge. The in-kind value of the facilities is $23,200. The cost estimates
from last year's event were used to calculate the Park Maintenance staffs in-
kind services. The Parks staff regular and over -time hours contributed totaled $64,736
and the supplies and equipment provided to your event at no charge total $10,073. The
Parks and Recreation in-kind services are $98,009; the Police in-kind services are
$49,759; and Solid Waste in-kind services are $6,071.
2. Administrative staff support will be provided in the form of a liaison, providing expertise
and advice to the organizing committee. The liaison should attend any general meetings
of the organizing committee when information or organizational assistance relating to
the Department's role in the event is required. This participation is as an ex -officio,
non- voting representative of the Department.
3. The Park Maintenance Division will work with committee volunteers to prepare the park
prior to the event, work at the event to assist with limited logistics, handle litter,
recycling, and restore park equipment to their original locations after the event.
4. The Department will provide limited promotional advertising for the event.
www.cityofdenton.com
Exhibit 2
Denton Arts and Jazz Festival Event Organizers
1. As part of the approval process, financial reports (profit/loss statement) for the 2017
Denton Arts and Jazz Festival included in the Denton Festival Foundation's request for
future co-sponsorship.
2. The Denton Arts and J az z Festival committee will provide all planning, management,
and organization for the event.
3. The organizing committee will provide a layout of the event food vendor locations,
complete a Special Events Agreement, Safety Plan, event map, and an event schedule to
city staff no later than four weeks prior to the event.
4. Event organizers are responsible for securing all permits, licenses and approvals
necessary to stage the event as stated on permit applications. Staff will provide
information to help facilitate these processes, if needed.
5. Event organizer assumes all liability for damages done to City property whatever the
cause, while hosting this event, and agrees to reimburse the City for reparations within 30
days of notice/invoice.
6. Prior to publication, the department representative must approve all advertising that
includes any use of a City logo.
7. The committee will charge and collect a Park Vendor's Fee consistent with the City of
Denton ordinance and remit these fees within five working days after the event.
8. The committee will host Denton Arts and Jazz Festival as a "Litter Free Event" as
defined by Keep Denton Beautiful (KDB). Recycling is required at all events held on
City property and recycle containers are provided in City parks.
9. Within 30 days following the event, the event organizers will provide a
program evaluation and full payment of all fees to the City of Denton.
10. Vendors are responsible for their own set-up, including tents, lighting, etc., prior to
the event. The Department will not provide tents for vendors.
11. The City of Denton is recognized as a sponsor at the appropriate level.
The Parks and Recreation Department is excited about the future of Denton Arts and Jazz Festival
and its continued success.
Sincerely,
Emerson Vorel, Director
I hereby agree to the foregoing conditions of the City of Denton Co -Sponsorship Agreement.
Carol Short, Executive Director
Denton Arts & Jazz Festival
www.cityofdenton.com
Date
Denton Arts & Jazz Festival
In -Kind Resources and Services
2014-16
In-kind
Contribution
2014
Actual
2015
Actual
2016
Actual
Parks and
Recreation
87,011
93,796
98,009
Police
47,550
57,753
49,759
Solid Waste
5,942
8,061
6,071
Total
$140,503
$159,610
$153,839
$160,000
S14O,OOO
L20,000
$100,000
$80.000
$60,000
$40,000
$20,000
Costs of In -Kind
Sets, -ices and Resources
20 14 20 1; 20 16
fm Parks ic',Police Solid -Waste
Exhibit 3
Exhibit 4
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S:ALegal\Our Documents\Ordinances\l 7\Arts and Jazz Festival Sponsorship.docx Exhibit 5
ORDINANCE NO.
AN ORDINANCE APPROVING A CITY SPONSORSHIP IN AN AMOUNT NOT TO
EXCEED $154,000 OF IN-KIND SERVICES AND RESOURCES FOR THE DENTON ARTS
AND JAZZ FESTIVAL TO BE HELD IN QUAKERTOWN PARK ON APRIL 28 — APRIL 30,
2017; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Denton Arts and Jazz Festival is requesting the City of Denton to
participate as a sponsor, at the same level as in previous years, for the event to be held in
Quakertown Park on April 28 — April 30, 2017; and
WHEREAS, the City of Denton has sponsored up to $150,000 of in-kind services and
supplies for the 2016 event which included police, park staff, equipment, supplies, and facilities;
and
WHEREAS, in exchange for the said support the City of Denton was considered to be an
event sponsor of the said event at a sponsorship level equal to the value of the in-kind service
tendered; and
WHEREAS, the City Council finds that it is in the public interest and benefit to the citizens
of the City of Denton to participate as a sponsor at a level not to exceed $154,000 of in-kind
services for the event to be held in Quakertown Park on April 28 — April 30, 2017; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that it is in the public interest and benefit to the
citizens of the City of Denton to participate as a sponsor at a level not to exceed $154,000 of in-
kind services and supplies, including but not limited to police, park staff, equipment, supplies and
facilities, and the said participation is hereby approved.
SECTION 2. This ordinance shall be effective immediately upon its passage and approval.
PASSED AND APPROVED this the day of , 2017.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
A
S:AI,egal\Our Documents\0rdinances\17\Arts and Jazz Festival Sponsorship.doex
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: