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2010R57WellMed Medical/Comal County Senior Citizens' RESOLUTION NO. 10-R-57 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS ACCEPTING A PROPOSAL FROM WELLMED MEDICAL MANAGEMENT, INC. AND AUTHORIZING AN OPERATING AGREEMENT WITH THE COMAL COUNTY SENIOR CITIZENS' FOUNDATION AND WELLMED MEDICAL MANAGEMENT, INC., AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to an RFP approved on August 10, 2010, the City advertised for an organization to provide medical and healthcare services at the City's senior citizen's facility; and WHEREAS, staff recommends that the City Council accept the proposal attached hereto as Exhibit A (the "Proposal") of We11Med Medical Management, Inc. ("We11Med"); WHEREAS, the City Council has determined that it is in the best interest of the City to contract with the Comal County Senior Citizens' Foundation and We11Med pursuant to an Operating Agreement in the form attached hereto as Exhibit B (the "Operating Agreement"). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby accepts the Proposal attached hereto as Exhibit A and authorizes the City Manager to execute and deliver the Operating Agreement with the Comal County Senior Citizens' Foundation, and We11Med in substantially the form attached hereto as Exhibit B. In the event of any conflict or inconsistency between the terms of the Proposal and the Operating Agreement, the terms of the Operating Agreement shall prevail. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Resolution 10-R-57.doc Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 28t1i day of September, 2010. CITY OF S ERTZ TEXAS r ayor ATTEST: O`, City Secretary (CITY SEAL) Resolution 10-R-57.doc EXHIBIT A WELLMED PROPOSAL See Attached Resolution 10-R-57.doc A-1 Exhibit A We11Med Services We11Med will provide the following health screenings and health education at no cost to seniors, the Program, or the City: • Health risk assessments and age-appropriate screenings and services for the following conditions as recommended by the US preventive Services Task Force Guidelines: o Depression screening o Diabetes mellitus with hypertension or hyperlipidemia o High blood pressure o Lipid disorders, including measurement of total cholesterol, high-density lipoprotein cholesterol (HDL), and low-density lipoprotein cholesterol (LDL) o Obesity, including the use of Body mass index (BMI) to include intensive counseling and behavioral intervention to promote sustained weight loss for obese adults. o Tobacco use, including tobacco-cause disease counseling and cessation interventions of those who use tobacco. • Health education/prevention classes to address conditions with special emphasis on evidence-based disease prevention and health promotion programs including but not be limited to the following: o Diabetes and the Stanford Diabetes Self-management Training Program (DSMT) o Hypertension o Tobacco use o Breast Cancer for women, including information about routine breast exams o Family risk assessment for colorectal cancer for men and women o Medication (prescriptions & consumption) o Nutrition o Exercise o A Matter of Balance Fall Prevention o Chronic disease management and the Stanford Chronic Disease Self-Management Program (CDSMP) o Cardiovascular disease and preventive treatments available o Risks associated with alcohol misuse o Information about osteoporosis screening and treatment for older women. • Annual influenza immunizations as recommended by the Centers for Disease Control and Prevention (CDC). In additional to these services, We11Med will provide access to a dedicated call center for free qualification and renewals to the Medicare Savings Programs such as the Qualified Medicare Beneficiary (QMB) program and the Special Low-Income Medicare Beneficiary program (SLMB) and the Low Income Subsidy (LIS) for Medicare Part D. The following excerpt from We11Med's proposal are hereby incorporated herein as a part of this Agreement: 50324281.3 A-1 PROPOSED PLAN 1. Proposed Services WellMed Medical Management, In.c. proposes to offer the following health screening and health education services that are detailed in the form below. In addition, WellMed Medical Management, lne. proposes to establish an independent clinic adjacent to the Schertz Senior Center with a client load of 500 seniors. t~ m WELLI~IED Health Screening Services i Site: Date: Name: DOB: Age: r Gender: M F Home Phone: Ce!! Phone: Address: PCP /Location: i initial Visit. Health Screenin s Heatth Education Blood Pressure Alcohol use/abuse Y / N / NA Pulse Aspirin use Y / N / NA Height Cancer screening Y / N / NA Weight Cholestero! Y 1 N ! NA gMl Depression YIN / NA Blood Sugar Diabe#es ~ YIN / NA Cholesterol -Total DM w/HTN or hyperlipidemia YIN / NA Vision Screen P / F Disease Management Y / N / NA Referred if failed? Y/ N Exercise Y I N I NA Hearing Screen P / F fall prevention Y / N ! NA Referred if failed? Y i N Healthy weight YIN 1 NA Last dental visit Hear# disease Y ! N / NA r i 1 i s 50324281.3 1~-2 Enrolled in DM CHF lHD ~ Hypertension Y ! N ! NA COPD Nutrition Y ! N / NA Osteoporosis Y / N / NA 1"obacco cessation ~ Y / N ! NA Referrals: ©PCP C] Qptometris#/Ophthalmoiogist D Smoking Cessation ? WellMed D MH~ Counseling ? Dentist ©Nealth Education Classes .D Community Resources Other: Nurse Signature: Repeat Screens: Blood Pressure _ Date Result Date Resu1# .Date Result i . Blood 5u ar _ Cholesterol Date Result Da#e Resul# Immunizations: ~ ~ . Influenza Date Given Pneumonia Date Given Site Dose . Site Dose . Lot # Epp. Date Lot # Exp Date Nurse Signature Nurse Signature - - Influenza Date Given Td ~ Da#e Given Site Dose ~ Site: Dose - 2 50324281.3 A-3 . ~ Lot # Exp. Date Lot # Exp. Date Nurse Signature Nurse Signature: Notes: Release of Records: 1 hereby authorize the Medical Home Clinic to release a copy of this screening form to the - - following physician/clinic: . _ OR Date Signature of Patient Date Signature of Patient's Representative The number of patients receiving flu shots during the immuzrization season in the fall. would be higher because this service is delivered more quicldy than health screenings and educational sessions. W e11Med is already providing this service oti. a seasonal basis and has been able to meet the demand. WellMed will maintain a free call center that can perform qualification and renewals to the Medicare Savings Programs: Qualified Medicare Beneficiary (QMB) and Special Low- . Income 1Vledicare Beneficiary (SLMBO as well~as the Low~Income Subsidy {LIS). These . programs pay for the premiums -and co-payments under Medicare. They can provide the . Stanford Chronic Disease Self-Management, Matter of Balance Falls Prevention, and pilot E the new Diabetes Self-Management.Training program as one of only eight communities in ..the nation. j i i . - . 3 ~ i u ~ ~ l 50324281.3 A-4 Participants'at the Senior Center will be provided with'a monthly schedule of events, which will also be displayed prominently at the Center. The monthly calendar will include social events. as well as health screenings offered at the Center and will be open to all participants. When there are contraindications for health screening participants,;they will be given the results of the health. screening and referred to their primary care physician. For those participants who do not have a primary care physician, they will be referred to a We11Med physician for follow-up. This public/private partnership will be awin-win for all invaived. Tt will expand a proven model far amulti-service center. The seniors will have access to preventive health screenings at the multi-service center, a convenient and familiar setting where they' can also en}oy congregate meals, physical activity programs, and other social, educational, and recreational programs. With the.co-location of the clinic, this creates real synergy between. the social services and health services that seniors need. WellMed has a proven record of success at the Elvira Cisneros Center. It is an organization that is ideally suited to fulfill the requirements of the RFP. 2. 1V'Ianagement and Staffing Plan.. • Bill Connolly, Senior Vice President, Shared Services • Carol Zemial, Executive Dzrector, WeliMed Charitable Foundation & Vice President of Community Relations • Debbie Billa, Grants Manager, WellMed Charitable Foundation • Manny Reta,.Vice President, Clinical Operations • Michelle Henry, Vice President, Clinical Programs Administration . ~ • Dick Coons, Vice President, Business Development Resumes for these key staff have been provided , The following staff positions will rotate through the Schertz Senior Center as needed to . provide health screenings as scheduled: Medical Assistant: Must possess .a cuzxent medical assistant certification or registration certificate. Licensed Vocational Nurse: Must possess a current Texas vocational Nurse license. Current CPR certification, IV eertifccation preferred, but not required. The scope of these positions is to provide professional nursing care using established standards of clinical + . _ ~ nursing care and We11Med approved practices. f - i 4 I 50324281.3 A-5 Health Coaches: No licensure required. These positions act as educators, resources and advocates for seniors and to support behavioral change and successfiil disease ; management. - 3. Quality Assurance Plan We11Med will conduct semi-annual customer service-surveys at the Schertz Senior Center to -gauge consumer satisfaction with the Senior Center health services. Additionally, a complaint process will be utilized so that any complaints received can be -handled expeditiously #o the consumer's satisfaction. 4. Foundation. Coordination Plan WellMed Medical Management, lnc. will consult closely .with the Comal County Senior - Citizen's Foundation staff to jointly schedule health related services at the Schertz. Senior - Center. Those services will be included in the Center's monthly calendar, along with alI - other activities scheduled at the Center. ' Center management will be apprised of any issues or complaints that come up related to the health services at the Center and a joint plan for resolution will be developed. On a quarterly basis, management staff for both the Comal County Senior Citizens Foundations and We11Med Medical Iylanagement, lnc. will meet to discuss progress and any issues - , encountered~with this joint activity. ~ - - On a regular basis, WellMed staff will provide an update to the Comal County Senior j Citizens Foundation Board of Directors on the health screening and promotion activities that have been provided to participants at the Schertz Senior Center_ These updates will take place on-a schedule and format as determined by the Comal County Senior Citizens - Foundation Board of Directors and the Executive Director. 5. Records Mana~exnent Plan: ` We11Med has extensive internal policies and procedures for ensuring that patient records are maintained in accordance with Federal HIPAA Privacy guidelines. As stated above, the clinic operations wili.be a separate business entity.from the operations of the Schertz Senior Center and will be managed in accordance 'with WellMed internal business practices. No health records will .be maintained in the Senior Center. Health screening results will be provided to the senior to take to their primary care physician. - ~ i- 5 ~ - ~ I - 50324281.3 A-6 6. Outreach and Communications Plan Samples of outreach and promotional materials have been provided to the City. We11Med will utilize our team of 2S marketing professionals to provide outreach to senior residents of Schertz and the surrounding communities regarding the services available at.the Schertz Senior Center. As stated above, We11Med's marketing team will work to help in . messaging points in coordination with the City of Schertz and the Gomm County Senior Citizens Foundation to reach out to seniors in the community about the Schertz Senior Center and its services_ Events will be coordinated and held at the Center to encourage membership and participation at the Center: 7. Additional Information. WellMed has the capacity to offer these services effective November 1, 2010 or upon. completion of the Center renovation..These services will be at no, cost to the City of Schertz and to seniors age 50 and over. WelllVled also hopes to assist in helping to leverage the new I_ senior center to make the City of Schertz~a "senior-friendly" city that serves as a hub for senior services. We will be able to assist the Foundation in offering educational pzograms on _ health topics as well as Medicare and other public benefits at the-new,Schertz City ~,ibrary, to coordinate physical fitness activities with the adjacent YMCA, as well as other locations in the Schertz area that wish to serve seniors.. We11Med will be bringing to the Schertz Senior ..Center clinic location an existing patient load of 500 seniors. . i. i. i i. • ~ i _ i f. i i. 6 _ 50324281.3 A-7 WELLNIED Phy51C1811S Cp~g'pRTC1~RE O YourEicuN~ cCompviwlorLSe' H~d(t~ ~~fljC~ T1tAtiSPpRT~TIOiti rfeafth Care Iyn ~ ~:\\I~Ei.f ~'(Fli C.C:HPAn'Y .i HeJ0.h M1SdinlcnnrxC dFame.~' JQB pESCRIPTION Job Title: Medical Assistant (Certified} - Pay Grade: H-04 Organization: ®We111Vded ? PHC ? Comfort Care Department: Clinic Operations Reports To: Clinic Administrator FLSA Status: Non-Exempt Job S__ u ~mmary The Certified Medical Assistant performs a variety of patient care activities to assist physicians and nursing personnel, including administering injections, EKG's, phlebotomy and various other procedures. Delivers quality customer service and maintains established quality control standards. Essential Job Functions 1. Performs all duties within the scope of a Certified Medical Assistant (procedures, injections, EKGs, phlebotomy). 2. Rooms patients according to company standards. 3. Records patient care documentation in the medical record accurately and in a timely manner. 4. Coordinates patient care as dzrected by physicians, company standards and policies. 5. Processes appropriate documents in an organized and accurate fashion. 6. Respects patient confidentiality at all times. 7. Organizes exam and treatment rooms, stocks and cleans rooms and sterilizes instnunents. 8. Maintains certifications {MA and CPR) and quality control standards. 9. Participates in marketing events as determined by business need. 10. Performs all other related duties as assigned. i Minimum Required Education, Experience & Skills ¦ High school graduate or GED equivalent required. ¦ Current, nationally recognized Medical Assistant certification or registration certification required j or the ability to attain the designation within 90 days of employment. I ' Current CPR certification or the ability to attain the certification within 30 days of employment. t` ¦ Sasic computer literacy required. Knowledge of medical terminology required. ' ICD-9 and CPT coding required_ a a ~ ! j ¦ Ability to react calmly and effectively in emergency situations required. ¦ Good communication and customer service skills required. i k° ~ a~. - i `y The information listed above is not comprehensive of all d~sties/responsibilities performed j This job description is not an employment ag~•eement or conh•act. Management has the exclusive right tv alter this job description at any time without notice. 50324281.3 A-g Ph SICI8n5 ~pMFORTCARE L~,i'LdS '~ELLMED H atth Choice Health Care ~m Yourlfoiex~+~C«npznwnc rs' TRH\$PORTAT(0: ,~\YPi.I \{eo Gtma.~r •n HC,J~h Ma~+tc+s+Methg+n~catWn ~ JOB ~?ESCRIpT>rON i preferred Education Experience & Skills ¦ At least one year of experience as a Medical Assistant. ¦ Graduation from an accredited Medical Assistant program. ¦ More Haan one year of related experience in a medical setting preferred. Ph sical & Mental Re nirements: ® Ability to lift up to 50 pounds ® Ability to push or pull heavy objects using up to 100 pounds of force ® Ability to stand for extended periods'of time ® Ability to use fine motor skills to operate equipment and/or machinery ® Ability to receive and comprehend instructions verbally and/or in wziting ® Ability to use logical reasoning far simple and complex problem solving ® Occasionally requires exposure to communicable diseases or bodily fluids i ,f A I ]E j ] I f. S~ i. } s • i I ' i ~ i i i i i { i i r. 4 t t t f ~y:. .i The information listed above is not comprehensive of all duties/responsibilities performed This job description is nat an employment agreement or contract Management has the exclatsive ~ right to alter this job description at any time without notice. 50324281.3 A-9 W-ELLMEfl Phj(SlppCla//1~75 GOMFORTCARE lt~°ts~s o r t+~~a~~cavm~aor r~~r- ~ HQ1~`11 L[i~~CB TRAVSPORTATtOT Health Cate ^J._1 \VFU.\tro Gum. ur -,~rtr~aM eu~ntc++.>n«O~yvdruWn' JOB DESCRIPTION - Job Title: Licensed Vocational Nurse Pay Grade: NlA Organization: ®WellMed ? PI3C ? Comfort Care Department: Clinic operations j Reports To: Clinic Administrator FLSA Status: Non-Exempt Job Summer The Licensed Vocational Nurse performs a variety of activities to assist physicians and nursing personnel in delivering quality patient care. This position performs all duties within the scope of . an LVN, including procedures, injections, EKG's and phlebotomy. Essential Job Functions 1. Reviews the patient record, chart, reports (including laboratory and x-ray), and other pertinent information for each patient prior to being seen by the provider and reports relevant information to the provider 100% of the time. 2. Screens patients for chief complaint and history for the condition necessitating the visit and records the information in the medical record 3. Rooms patients according to company standards 4. Performs all nursing care duties within the scope of a Licensed Vocational Nurse 5. Coordinates patient care as directed by physician, company standards and policies 6. Follows established company policies and procedures ~ i. 7. Respects patient confdentiality 8. Conducts appropriate educational communications ` 9. Performs all other related duties as assigned. Minimum Required Education Experience & Skills >a High school graduate or GED equivalent. f ~ Current Vocational Nurse License in applicable state_ is Two or more years of related LVN clinical experience. Working knowledge ofinedical terminology and ICD-9 and CPT coding. 1, ¦ Computer literacy required. ¦ Ability to maintain quality control standards. Ability to react calmly and effectively in emergency situations. ¦ Good communication and customer service skills. Preferred Education .E erience & Skills Minimum of 3 + years of LVN experience in a medical setting preferred 3 Physical ~i Mental Requirements: {check all that apply) I. ® Ability to lift up to i0a pounds r The information listed above is not comprehensive of all dutieshesponsibilitiesperfoaned. This job description is not an employment agreement or contract Management has the exclacsive right to alter this job description at anytime without notice. k i t 50324281.3 A-10 ~~ELLViED Physicians CpMFpRTCARL g~~'t~S o r rtdu,~~:c~~ta~r purr Heatth Choice TK:INSPORT.aTf02v H`ailh Care I Q A U~c7.~ \(m Cnnm.+~'r ~n He>uh Mask M+M~ ~'nix>tk~~ JOB DE~CRIPTI®N Ability to push or pull heavy objects using up to 300 pounds of force Ability to stand for extended periods of time ® Ability to use fine motor skills to operate equipment and/or machinery Ability to properly drive and operafie a company vehicle ® Ability to receive and comprehend instructions verbally and/or in writing ® Ability to use logical reasoning for simple and complex problem solving ® Occasionally requires exposure to communicable diseases or bodily fluids i i i i. I I i s i. i i i I i y ' ~ The information listed above is not comprehensive of all duties/responsibilities perforated. This job description is not an employment agreement or contract. Management has the exclusive right to alter this job description at any time withocct notice. A 50324281.3 A-11 : - WELCHED Physicians ~o1v1FO~TCARE a~~us e vavttann~Rcanam;m,r cute Health Choice ~~;.~~si~oar:trro~~ Hv'elth Care p'.}:\X~eu \(eo Cour.~r~ "A Heatrh tAa:mcnancc Um,~ntaa~an• JOB DESCRIPTION Job Title: Health Coach - LVN Pay Grade: N/A Organization: ®WeIEYJ[ed ? PtIC ? Comfort Care Department: Clinic Operations Reports To: Manager, Clinical Care Operations FLEA Status: Non-Exempt Job Snmmary The LVN Health Coach is responsible for successfully supporting Disease ManagementlChronic i Care Program requirements for medical group/llealth plan members. The Health Coach acts as an educator, resource, and advocate for members and their families to ensure a maximum level of independence. The LVN Health Coach will interact and collaborate with multidisciplinary care teams, which include physicians, nurses, pharmacists, laboratory technologists, social workers, dietitians and other educators. The LVN Health Coach will assist in providing patient empowerment through the use of motivational interviewing skills, problem solving, and self- management goal setting. I Essential Job Frxnctions 1. Works with the PCP and clinic staff to identify patients with high risk diagnoses such as CI-iF, IHD, COPD/asthma and diabetes and ensures clinical guidelines are being followed. 2. Conducts. Chronic Care Model visits and reviews the patient's informal and formal support systems, focusing on what patients want to improve and educating them about their chronic disease. 3. Utilizes appropriate motivational interviewing techniques necessary for coaching and assisting the patient to complete aself-management goal/action plan. 4. Enters timely and accurate data into the Disease Management database, PsiMed, SmartClinic and other applications necessary to communicate patient needs and to ensure complete f documentation of patient visits and phone calls. Tracks self management goal outcomes and documents in disease management database. 5. Pulls tasking report from Disease Management database and conducts Chronic Care Model follow-up phone calls to eligible CCM enrolled members who have set self management support goals within 2 weeks of date tasked. Ensures all delegated tasks are also completed within 2 weeks of date tasked. Tracks self-management goal outcomes and documents in disease management database. 6. Maintains current knowledge regarding CHF, IHD, COPD/asthma and diabetes as well as related treatments and medications. 7. Establishes a trusting relationship with identified patients, caregivers, clinic staff members and physicians. 8. Attends educational offerings to keep abreast of change and complies with. licensing requirements, ensures all patient educational materials are up-to-date, and maintains The Information listed above is not comprehensive of all duties/responsibilities perfornae~t This job description is not an employment agreement or contracto Nfanagetraent has the exclarsive right to alter this job description at any time withocct notice. 50324281.3 A-12 WELCHED ph}ISipCi8i1S CON7FORTCARE i~~°L~S . ~o rw}-tt~~~ c«„w~wnmr~rc ~ HQa~{~~ ~~OIC~ TRAhSf'ORT:~TtO~~' Naa~tA Cara t..... :t ll'eia \.ten Cimm~.K -A Heskh Nta;+uc'uncc Chy;iMeation' JOB DESCRIPTION knowledge of specialty and ancillary provider contract contents, to include exclusions and contract terms. 9. Conducts clinic one-on-one visits with Disease Management Chronic Care Program participants, utilizing the Chronic Care Model, to assess patient needs for DME, home health, value-added services and any other necessary resources. Communicates these needs to the appropriate person (i.e. Social Worker, clinic staff, etc.} or addresses them per process 10. Collaborates with the nurse manager to recommend policies, procedures and standards which. affect the care of the patient with high-risk chraruc disease diagnoses such as CHF, IHD, COPD/asthma and diabetes. 11. Performs alI other related duties as assigned. i lViinimum Required Education Experience & Skills ® Licensed Vocational Nurse with a current license to practice in the state of employment. ® Two or more years experience in a physician's office, clinical or hospital setting. ¦ Cardiac, medical-surgical and/or critical care experience required. ¦ Proficient knowledge of-chronic diseases, especially COPD/asthma, diabetes, CHF and IHD. ¦ Experience related to patient education and/or motivational interviewing skills and self- management goal setting. ¦ Excellent verbal and written skills. - ¦ Ability to znteract productively with individuals and with multidisciplinary teams. ¦ Proficient computer skills, including Microsoft Word, Excel, Access and Outlook. ¦ Excellent organizational and prioritization skills. Preferred Education Experience & Skills ¦ Knowledge of managed care, referral processes., claims and ICD-9 and CPT coding. • Five or more years experience in a physician's office, clinical or hospital setting. ¦ Bilingual (English/Spanish) language proficiency preferred. I Physical & Mental ]E:eauirements: (check all that apply) ® Ability to lift up to I00 pounds ® Ability to sit for extended periods of time ® Ability to use fine motor skills to operate office equipment and/or machinery ® Ability to receive and comprehend instructions verbally and/or in writing ® Ability to use logical reasoning for simple and complex problem solving ~ i I , The information listed above is not comprehensive of all duties/responsibilities perfoi°nzed. This job description is not an employment ag~•eement or contract. 1V~anagement has the exclusive right to alter this job description at ariy time without notice. 50324281.3 A-13 Exhibit B We11Med Clinical Services [WELLMED TO PROVIDE; SEE SECTION 3.01(b)(i) FOR SCOPE] 50324281.3 13-1 Exhibit C We11Med Area The We11Med Area is set forth on page C-2, and the location of the We11Med Area within the City Program Facility is set forth on page C-3 50324281.3 C-1 PRELIMINARY ONLY -NOT FOR CONSTRUCTION I.T. PROVIDER 5 X 5 EXAM 9X11 9X10 EXAM EXAM 9 X 10 9 X 10 I GEN DIRTY CLEAN I BREAK STG DRUG CAB. II ~ 11'6 X 10 II II _ I i x I NURSE 9 X 18 STAFF RR n 9X5'6 ~ ~ LAB x 8'6X10 BUSINESS ~ 11'6 X 14'6 I ----iyet-- PATIENT RR~ PROVIDER I '6X6 9X10 I I Ixl ixl 9 X 0 SCALE WAITING 26 X 15 EXAM EXAM 9 X 9 MED SPLY 9 X 10 5 X 5 ~ It ~ WELLMED CLINIC SP3 SCHERTZ 1~s" = 1'-0" July 1,2010 50324281.3 C-2 [DRAWING OF LOCATION OF THE WELLMED AREA WITHIN THE CITY PROGRAM FACILITY TO BE PROVIDED SY WELLMED] 50324281.3 C-3 Exhibit D Insurance Coverage See attached 50324281.3 D-1 [GENERAL LIABILITY INSURANCE COVERAGE CERTIFICATE OF INSURANCE TO BE PROVIDED BY WELLMED; COVERAGE TO BE APPROVED BY THE CITY] 50324281.3 D-2 [CRIME INSURANCE COVERAGE CERTIFICATE OF INSURANCE TO BE PROVIDED BY WELLMED; $1,000,000 MINIMUM] 50324281.3 D-3 Clieni#: 83755 25WELLMED ACORlfl,,. CERTiFtCATE QF LIABILITY 1NSUt~ANCE s13ai a o~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ' PRODUCER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE _ '3BVA Compass Ins. Agency, Inc. HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ,550 Ili-10 West, Suite 700 ALTERTHE COVERAGEAFFORDED BYTHE POLICIES BELOW. San Antonio, TX 78229-5820 210 366-0671 INSURERS AFFORDING COVERAGE NAIL # wsuRERA: Darwin Select Insurance -24319 INSURED ' We[IMed Medical Management, Inc. INSUR~Re: 8637 Fredericksburg Rd., Ste. 364 ~ INSURER C: San Antonio, TX 78240-0000 INSURER D: - ENSURER E: COVERAGES ANY REQUIREMENTS-PERM OR CIONDrrION F HANY CONTRACT OR OTHER DOCUMENT WrrH RESPECTOTO WH CHUTHiS CE R LATE MAY BE 13SUED OR D WG MAY PERTAEN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJEGTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMkTS SHOWN MAY HAVEBE:EN REDUCED BY PAID CLAP LtCY EFFECTIVE POLICY EXPIRATION UMfrS TYPE OFINSURANCE. POLICY NUMBER DAT£ MM1D0 DATE MM1D0 LTR N5R EACH OCCURRENCE $ GENERAL LIABILITY DAMAGE 70 RENTED $ AHEM ES ao rtenm ' COMMERCIAL GENERAL LIABILITY ~ MED Fxp (Any one person) $ CLAIMS MADE ~ OCCUR ' PERSONAL B,ADV INJURY $ GENERAL AGGREGATE $ . ~ PRODUCTS-COMPlOP AGG $ GEN'L AGGREGATE LIMITAPPLIES PER: ~ " POLICY JPERCT LOC AUT'OMOBIL.E LIABII.rTY COMBINED SINGLE LIMIT $ (Ea abddentJ ANY AUTO ALI.OWNED AUTOS BODILY 1NJl1RY $ (per parson) SCHEDULED AUTOS ' HIRED AUTOS ~ 80DILY IN.IURY $ {Per acddenl) NON-OYNVED AUTOS - PROPERTYDAMAGE $ . (Per acddent) AUTO ONLY - EA ACCIDEM' $ GARAGE LIABILITY pTHER THAN EA ACC $ ANY AUTO ~ AUTO ONLV: AGG $ ' EACH OCCURRENCE $ _ EXCESSNMBRELLA LIABILnY AGGREGATE $ ~OCCUft CLAIMS MADE ~ $ $ DEDUCTIBLE $ RETENTION $ WC STATU- OTH- i WORKERS COMPENSATION AND E.L EACH ACCIDENT $ ~ EMPLOYERS' UABILn'Y OFFICER/MEMBER EXCLU EF'(ECUTNE ~ E.L. DISEASE-EA EMPLOYEE $ Ryes, describo under ~ ~ E.L. DISEASE-POLICY LIMIT $ SPECIAL PROVISIONS below 07!31110 07/31111 ~ ~ 5,000,000 per claim; A OTHER Professional 03040482 5,000,000 Aggregate Liability 230,000 Retention DESCRIPTION t>f OPERATIONS f LOCATIONS 1 VEHK:LES / EXCLLLSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISEONS The City of Schertz, Texas, its officers, officials, employees, volunteers and elected representativices are additional insureds as respects operations and activities af, or on behalf of contract with WeIIMed. This does not include Work Comp or Professional Liability coverage. Workers' Compensation, including employers liability, generak liability and automobile liability policies provide a waiver of subrogation in favor of (See Attached Descriptions) CANCELLATION 10 Da s For Non-Pa ment CERTIFICATE HOLDER ' SHOUL.U ANY OF THE ABOVE DESCRIBED PQLICIES eE CANCELLED BEFORETHE EXPIRATION CityafSchertzTexas DATETHEREOF,THEISSUING(NSURERWIU.ENOFJWORTOMAIL ~!L DAYSWRfI'TEN Attn- Clty RLSk Manager NOTICE TOTHE CERTIFICATE HOLDER NAMED 70 THE t.EFT, BUT FAILURE TO DO SO SHAEL _ 14OD SCITet'tZ Parkway -IMPOSE NOOBUGATION"OR LWBIUTY OF ANY KIND UPON THE INSURER, RS AGENi50R I Schertz, TX 78154 REPRESENTATIVES- ~ ~ AU'THQO~R~IZEjQjR~~E~P~R/~E-S_E~N}TATIVE 25LKL fl ACORD CORPORATION 1988 ACORD Z5 (2001108) 1 of 3 #156347001M639fi92 50324281.3 D-4 IMPOf~TANT tf the certificate holder is an ADDi7tONAL ENSURED, the poficy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s): tf SUBROGATION IS WAIVED, subject to the terms and condiCbns of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. i j i ACORD 25-5 (2001!08) 2 of 3 #S6397QOIM639692 ' i 50324281.3 D-5 S C+ar~f~>2~ecifrom::P... :::::::::::...................::::::::~:::::........::::::::::::::::::C~E~~~.....:::::::::::::::::::::~::::::::::::::::::~:::::::::::::_::::::::::::::::::-::::::::::: . City, The liability coverage is deemed primary and nan-contributory with respect to any innurance or F ~ i-insurance carried by the City for liability arising out of operations under this contract. I i i . i i j ' i I I i ......:::::...:::::::::::.:.:::.::::::::::::::.:::::::::::::::::::i::::.::::::::::::::::::....................-..::::::::::::::::::::.........-......--..................... I AMS 25.3 (2001108) 3 of 3 #SS397001M639692 i 50324281.3 D-6 EXHIBIT B OPERATING AGREEMENT See Attached Resolution 10-R-57.doc B-1 OPERATING AGREEMENT This Operating Agreement (this "Agreement") made and entered effective as of this 12th day of October, 2010 (the "Effective Date") is among the City of Schertz, Texas, a municipal corporation and home-rule city of the State of Texas (the "City"), the Comal County Senior Citizens' Foundation, a Texas non-profit corporation (the "Foundation"), and WellMed Medical Management Inc., a Texas corporation ("We11Med"). Each of the City, the Foundation, and We11Med may be referred to herein from time to time as a "Party" or collectively as the "Parties". RECITALS WHEREAS, there is a continuing need for senior residents in the area of the City to have access to a variety of services and activities that can enhance their quality of life; WHEREAS, the City has previously entered into an Operating Agreement dated May 18, 2010 with the Foundation (the "Foundation Operating Agreement") to operate a senior citizens' program (the "Program") for the City; WHEREAS, the City and the Foundation understand that We11Med is an established organization providing a variety of medical services to seniors and that We11Med is interested in and capable of providing certain medical services to augment the Program for the City and the Foundation; NOW THEREFORE, in consideration of the foregoing and the mutual agreements, covenants and payments herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I GENERAL PROVISIONS 1.01 Recitals. The recitals to this Agreement are incorporated herein for all purposes. 1.02 Purpose. The specific purpose of this Agreement is to authorize We11Med to augment the Program in the City Program Facility (hereinafter defined) as described herein. The Foundation Operating Agreement continues in full force except to the extent provisions of this Agreement specifically amend the Foundation Operation Agreement. 1.03 Term. (a) The initial term of this Agreement shall be from the Effective Date of this Agreement through September 30, 2015. With the written consent of each Party delivered to the other Parties at least ninety (90) days before the end of the initial term and, if any, the first extended term hereof, this Agreement shall be extended after the initial term for up to two (2) successive three (3) year terms. This Agreement, and the Parties' obligations hereunder, shall terminate at the end of the then-current term if all Parties do not give such notice. The terms of this Section shall be subject to the terms of Sections 5.01-5.04. With the written consent of all Parties, this Agreement may be terminated at any time. 50324281.6 1 (b) Upon termination of this Agreement pursuant to Sections 5.01, 5.02, 5.03, or 5.04 by the City and/or the Foundation effective prior to September 30, 2015, the Party or Parties so terminating this Agreement will reimburse We11Med for certain upgrades made by We11Med to the City Program Facility as agreed to when the City approves such upgrades pursuant to Section 3.01(d). 1.04 Disclaimer. THE PARTIES ACKNOWLEDGE THAT, EXCEPT FOR THE PARTIES' REPRESENTATIONS AND AGREEMENTS CONTAINED WITHIN THIS AGREEMENT AS SET FORTH IN THE FOUNDATION OPERATING AGREEMENT, NEITHER THE PARTIES NOR ANY AFFILIATE OF THE PARTIES NOR ANY RELATED PARTY OF THE PARTIES HAS MADE ANY REPRESENTATION, AGREEMENT, OR WARRANTY WHATSOEVER (WHETHER EXPRESS OR IMPLIED) REGARDING THE PROGRAM, THE CITY PROGRAM FACILITY, THE SUBJECT MATTER OF THIS AGREEMENT, OR ANY EXHIBIT HERETO THAT IS BEING RELIED UPON, OTHER THAN THE OBLIGATIONS EXPRESSLY CONTAINED IN THIS AGREEMENT OR THE FOUNDATION OPERATING AGREEMENT. 1.05 Definitions; Construction. (a) "Governmental Authority" means any Federal, state, or local governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination thereo fl, and any arbitrator to whom a dispute has been presented under Governmental Rule or by agreement of the parties with an interest in such dispute. (b) "Governmental Rules" means any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority. (c) Singular and Plural: Words used herein in the singular, where the context so permits, also includes the plural and vice versa, unless otherwise specified. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.01 Representations of the Foundation. The Foundation hereby makes the following representations, warranties, and covenants to the other Parties as of the Effective Date unless another date is expressly stated to apply: (a) Existence. The Foundation is anon-profit corporation duly organized and existing under the laws of the State of Texas. (b) Authorization. The execution, delivery, and performance by the Foundation of this Agreement have been duly authorized by all necessary action and will not violate the organizational documents of the Foundation or result in the breach of or constitute a default under any loan or credit agreement, or other material agreement to which the Foundation is a party or by which the Foundation or its material assets maybe bound or affected. The execution of this Agreement by the Foundation does not require any consent or approval that has not been obtained, including without limitation the consent or approval of any Governmental Authority. 50324281.6 2 (c) No Legal Bar. To the best of its knowledge, the execution and delivery of this Agreement and the performance of its obligations hereunder by the Foundation will not conflict with any provision of any law, regulation, or Governmental Rules to which the Foundation is subject or conflict with, or result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which the Foundation is a party or by which it is bound or any order or decree applicable to the Foundation. (d) Litigation. There are no legal actions or proceedings pending or, to the knowledge of the Foundation, threatened against the Foundation which, if adversely determined, would materially and adversely affect the ability of the Foundation to fulfill its obligations under this Agreement or the financial condition, business, or prospects of the Foundation. (e) Enforceable Obligations. Assuming due authorization, execution, and delivery of this Agreement by the other Parties, this Agreement, each document executed by the Foundation pursuant hereto, and all obligations of the Foundation hereunder and thereunder are enforceable against the Foundation in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). 2.02 Representations of the City. The City hereby makes the following representations, warranties, and covenants to the other Parties as of the Effective Date unless another date is expressly stated to apply: (a) Existence. The City is a home rule municipality of the State of Texas located in the counties of Guadalupe, Bexar, and Comal, Texas and has all requisite power and authority to enter into this Agreement. (b) Authorization. The execution, delivery, and performance by City of this Agreement have been duly authorized by all necessary action and will not violate the organizational documents of the City or result in the breach of or constitute a default under any loan or credit agreement, or other material agreement to which the City is a party or by which the City or its material assets may be bound or affected. The execution of this Agreement by the City does not require any consent or approval that has not been obtained, including without limitation the consent or approval of any Governmental Authority. (c) No Le ag 1 Bar. To the best of its knowledge, the execution and delivery of this Agreement and the performance of its obligations hereunder by the City will not conflict with any provision of any law, regulation, or Governmental Rules to which the City is subject or conflict with, or result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which the City is a party or by which it is bound or any order or decree applicable to the. City. 50324281.6 3 (d) Litigation. There are no legal actions or proceedings pending or, to the knowledge of the City, threatened against the City which, if adversely determined, would materially and adversely affect the ability of the City to fulfill its obligations under this Agreement or the financial condition, business, or prospects of the City. (e) Enforceable Obligations. Assuming due authorization, execution, and delivery of this Agreement by the other Parties, this Agreement, all documents executed by City pursuant hereto, and all obligations of City hereunder and thereunder are enforceable against City in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (f) Senior Center Prog_r_am_. The City currently expects to provide for the Program to be operated in the City Program Facility for at least the initial term of this Agreement. 2.03 Representations of WellMed. WellMed hereby makes the following representations, warranties, and covenants to the other Parties as of the Effective Date unless another date is expressly stated to apply: (a) Existence. WellMed is a corporation duly organized and existing under the laws of the State of Texas. (b) Authorization. The execution, delivery, and performance by WellMed of this Agreement have been duly authorized by all necessary action and will not violate the organizational documents of WellMed or result in the breach of or constitute a default under any loan or credit agreement, or other material agreement to which WellMed is a party or by which WellMed or its material assets may be bound or affected. The execution of this Agreement by WellMed does not require any consent or approval that has not been obtained, including without limitation the consent or approval of any Governmental Authority. (c) No Legal Bar. To the best of its knowledge, the execution and delivery of this Agreement and the performance of its obligations hereunder by WellMed will not conflict with any provision of any law, regulation, or Governmental Rules to which WellMed is subject or conflict with, or result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which WellMed is a party or by which it is bound or any order or decree applicable to WellMed. (d) Liti ag tion. There are no legal actions or proceedings pending or, to the knowledge of WellMed, threatened against WellMed which, if adversely determined, would materially and adversely affect the ability of WellMed to fulfill its obligations under this Agreement or the financial condition, business, or prospects of WellMed. (e) Enforceable Obligations. Assuming due authorization, execution, and delivery of this Agreement by the other Parties, this Agreement, each document executed by WellMed pursuant hereto, and all obligations of WellMed hereunder and thereunder are enforceable against WellMed in accordance with their terms, except as such 50324281.6 4' enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). ARTICLE III RESPONSIBILITIES OF WELLMED AND THE FOUNDATION . 3.01 WellMed Responsibilities. WellMed agrees to the following obligations with respect to the Program. (a) WellMed will provide the services set forth on Exhibit A to this Agreement (the "WellMed Services") in the City Program Facility to qualifying senior residents of the City and the surrounding area. In connection with the provision of the WellMed Services in the City Program Facility, (i) WellMed will provide the WellMed Services Monday through Friday of each week, excluding Texas and federal holidays as agreed to by the Foundation and the City; (ii) WellMed will provide the WellMed Services with its employees and/or independent contractors; none of such persons shall be, or be deemed to be, employees of the City or the Foundation; (iii) WellMed will provide managerial oversight of the WellMed Services, but acknowledges that the Foundation will schedule and coordinate all Program operations involving the WellMed Services; (iv) WellMed will work closely with an advisory committee composed of senior residents of the Schertz area who participate in the Program and a City representative designated by the City Manager; (v) WellMed will bear all costs of providing the WellMed Services; and (vi) WellMed will commence providing the WellMed Services no later than November 1, 2010. (b) In addition to providing the WellMed Services, WellMed shall establish a seniors-oriented primary medical practice providing the clinical medical services described on Exhibit B to this Agreement (the "WellMed Clinical Services") in the approximately 2,500 square foot portion of the City Program Facility described on Exhibit C (the "WellMed Area"), as licensed by the City to WellMed pursuant to Section 4.02(b) of this Agreement. In connection with the provision of the WellMed Clinical Services in the WellMed Area, (i) WellMed will manage the WellMed Area and the WellMed Clinical Services, but the WellMed Clinical Services will be provided by an established professional association of physicians affiliated with WellMed, the 50324281.6 5 current members and employees of which and their practice and professional specialties are identified on Exhibit B to this Agreement; none of such persons shall be, or be deemed to be employees of the City or the Foundation; (ii) WellMed may attach one (1) sign on the exterior of the City Program Facility in a location in reasonable proximity to the entrance to the building and one (1) sign on or beside the interior door to the WellMed Area, both of which may contain the WellMed name and logo in standard WellMed colors; the precise size and location of the signs must be approved by the City; the City will consider placing a reference to the WellMed Clinical Services location on a City monument sign on the City Program Facility property; (iii) If the WellMed Area is properly metered, WellMed will be responsible for the cost of all electricity, water, and sewer utilities in the WellMed Area; WellMed will be responsible for all costs for telephones and Internet service for the WellMed Area; . (iv) WellMed will be responsible for all custodial services within the WellMed Area; (v) WellMed will be responsible for all maintenance and repairs within the WellMed Area; (vi) WellMed may establish secure, locked areas or cabinets within the WellMed Area for the storage of patient records and drugs and medical instruments; subject to Texas and Federal laws and regulations relating to patient privacy, WellMed shall permit a representative of the City, accompanied by a WellMed representative, with at least twenty four (24) hours' prior notice to inspect such secure areas; (vii) Subject to paragraph (vi) above, the provisions of Section 6.01 shall apply to the WellMed Area and the WellMed Clinical Services; (viii) WellMed will insure the internal equipment and furnishings in the WellMed Area; (ix) As consideration for its use of the WellMed Area, WellMed will pay directly to the Foundation $1,250 per month during the initial term. During the first, if any, extended term of this Agreement as permitted by Section 1.03, the monthly payment shall be $1,375, and during the second, if any, extended term of this Agreement as permitted by Section 1.03, the monthly payment shall be $1,512; in addition, WellMed shall pay directly to the City a monthly utility charge if the WellMed Area is not separately metered for utilities as described in paragraph (iii) above, in an amount equal to ((x) the ratio of the square footage of the WellMed Area to the square footage of the City Program Facility, times (y) the amount of the monthly utility charges for electricity, water, and sewer for the City Program Facility), plus (z) ten percent (10%) of such amount; 50324281.6 6 (x) WellMed will bear all costs of providing the WellMed Clinical Services and the activities described in this Section 3.01(b), subject to its right to bill patients and third-party payors for medical services; (xi) Neither WellMed nor the Foundation shall state or imply that seniors participating in the Program must or should utilize the WellMed Clinical Services in the WellMed Area but may state that such WellMed Clinical Services are an option that seniors may consider; neither WellMed nor the Foundation shall interfere with any doctor-patient relationship of any person utilizing the Program; (xii) Neither WellMed nor any organization or person providing the WellMed Clinical Services shall state, imply, or otherwise indicate that the City provides, recommends, or promotes the medical or other services provided in the WellMed Area; and (xiii) WellMed will schedule Schertz area seniors to receive WellMed Clinical Services as soon as reasonably possible; and (xiv) WellMed will commence providing the WellMed Clinical Services no later than ninety (90) days after the formal opening of the City Program Facility for services under the Foundation Operating Agreement. (c) WellMed shall continually maintain (i) general liability and crime insurance coverage in at least the amounts described on Exhibit D to this Agreement, naming the City as additional insured and (ii) professional liability insurance coverage in at least the amounts set forth on Exhibit D to this Agreement. WellMed shall not cancel or reduce any such coverage without at least sixty (60) days' prior written notice to the City and receipt of the City's written consent to such cancellation or reduction. (d) Subject to written approval by the City, WellMed will install appropriate furniture and equipment ("WellMed F&E") and will fund appropriate interior building modifications, e.g. walls, restrooms, office and examination areas etc., to maximize the benefits of the WellMed Services, the WellMed Area, and the usefulness of the City Program Facility. At the time of such approval by the City, the City, the Foundation, and WellMed shall agree to the "buy-out" value of such interior building modifications to the City Program Facility for purposes of Section 1.03(b) above. All WellMed F&E installed in the City Program Facility by WellMed will belong to WellMed; the improvements to the City Program Facility will otherwise belong to the City. WellMed also agrees to make interior building modifications and improvements to the City Program Facility kitchen, as approved by the City, with a value of at least $25,000, which improvements shall belong to the City. (e) WellMed will provide a written report to the City Council of the City on or about January 1, April 1, July 1, and October 1 during the term of this Agreement, commencing on or about January 1, 2011. This report will detail the actions of WellMed to date with respect to the Program. Upon the written request of the City, WellMed will provide reports more frequently to the City, but no more than once per month. 50324281.6 7 3.02 Foundation Responsibilities. The Foundation agrees to the following obligations with respect to the Program: (a) The Foundation confirms all of its obligations under the Foundation Operating Agreement, except as specifically modified by this Agreement. (b) The Foundation will utilize all amounts received from WellMed pursuant to Section 3.01(b)(ix) to enhance the Program in the City Program Facility. ARTICLE IV RESPONSIBILITIES OF THE CITY; LICENSE 4.01 City Responsibilities. In addition to its obligations under the Foundation Operating Agreement, the City agrees to the following obligations with respect to the Program: (a) All exterior signage on the City Program Facility relating to WellMed, and all signage in the City Program Facility relating to WellMed shall be subject to written approval by the City. (b) The City will waive all City-required permit fees relating to WellMed's activities relating to the City Program Facility or the Program. (c) The City will provide at least ten (10) handicapped parking spaces in the parking lot adjacent to the City Program Facility. 4.02 City Program Facility License; WellMed Area License. (a) The Foundation has non-exclusive access to the entire City Program Facility, excluding a docked approximately 3' x 6' closet (the "Closet") in what is to be the "Activity Room" of the City Program Facility which contains City IT equipment (the "Foundation Licensed Premises") for the purpose of conducting the Program. The City will retain keys to the City Program Facility and the Closet and, except as set forth in Section 3.01(b)(vi) and (vii), shall have the right to enter all parts of the City Program Facility and to access the Closet at any time. The non-exclusive license (the "License") for the Foundation shall be for the term of this Agreement. (b) Except as set forth in, and subject to, Section 3.01(b)(vi) and (vii) and Section 6.01, WellMed is hereby granted an exclusive license to the WellMed Area (the "WellMed Licensed Premises") for purposes of providing the WellMed Clinical Services. (C) WELCHED (I) ACKNOWLEDGES THAT THE CITY PROGRAM FACILITY HAS BEEN VACANT FOR AN EXTENDED PERIOD OF TIME AND (II) AGREES THAT, SUBJECT TO SECTION 3.01(d), THE CITY PROGRAM FACILITY AND THE WELCHED LICENSED PREMISES ARE SATISFACTORY FOR WELLMED'S PURPOSES IN ITS PRESENT CONDITION "AS IS"~ "WHERE IS", AND ~~WITH ALL FAULTS". THE LICENSE GRANTED HEREUNDER TO WELCHED IS A CONTRACTUAL AGREEMENT BETWEEN THE CITY AND WELCHED AND IS NOT ENTITLED TO BURDEN, BENEFIT, OR OTHERWISE RUN WITH THE CITY PROGRAM FACILITY PROPERTY, AND SUCH PROPERTY IS NOT WELLMED'S PROPERTY. 50324281.6 g ARTICLE V DEFAULT 5.01 WellMed Default. The occurrence of any of the following shall bean "Event of Default" by WellMed or a "WellMed Default": (a) the failure of WellMed to substantially perform or substantially observe any of the obligations, covenants, or agreements to be performed or observed by WellMed under this Agreement and the continuation of such failure for a period of thirty (30) days after written notice from the City or the Foundation of such failure; (b) the breach by WellMed of any of its representations hereunder; and (c) if WellMed files a voluntary petition in bankruptcy or insolvency or for reorganization or arrangement under the Bankruptcy Code of the United States ("Bankruptcy Code") or under any insolvency act of any state, or voluntarily takes advantage of any such law or act by answer or otherwise or is dissolved or admits its bankruptcy or insolvency or an inability to satisfy its creditors or makes a general assignment for the benefit of creditors; or if all or substantially all of the assets of WellMed are attached, seized, subjected to a writ or distress warrant or are levied upon, or come in to the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and such proceeding or action is not vacated, stayed, dismissed, set aside or otherwise remedied within ninety (90) days after the occurrence thereof; or if this Agreement shall be assigned by WellMed in a manner prohibited by this Agreement. Upon the occurrence of a WellMed Default hereunder, and after the expiration of any applicable cure period, the City or the Foundation may terminate this Agreement and seek such remedies as maybe available at law or in equity. 5.02 Cites Default. The failure of the City to substantially perform or substantially observe any of the obligations, covenants, or agreements to be performed or observed by the City under this Agreement and the continuation of such failure for a period of thirty (30) days after written notice from the Foundation or WellMed of such failure shall bean "Event of Default" by the City or a "City Default". Upon the occurrence of a City Default hereunder, and after the expiration of any applicable cure period, the Foundation or WellMed may terminate this Agreement and seek such remedies as maybe available at law or in equity. 5.03 Foundation Default. The failure of the Foundation to substantially perform or substantially observe any of the obligations, covenants, or agreements to be performed or observed by the Foundation under this Agreement and the continuation of such failure for a period of thirty (30) days after written notice from the City or WellMed of such failure shall be an "Event of Default" by the Foundation or a "Foundation Default". Upon the occurrence of a Foundation Default hereunder, and after the expiration of any applicable cure period, the City or WellMed may terminate this Agreement and seek such remedies as may be available at law or in equity. 5.04 Foundation Termination. If at any time the Foundation's authority to operate the Program is terminated pursuant to the provisions of the Foundation Operating Agreement and the City chooses not to operate the Program itself and is unable to contract with a substitute 50324281.6 9 organization acceptable to the City to provide services under terms substantially similar to the terms of the Foundation Operating Agreement, the City may terminate the Program, and, if so, this Agreement shall also terminate. WellMed shall have at least 180 days to vacate the WellMed Area. 5.05 Remedies. Each Party shall be entitled to seek injunctive relief prohibiting or mandating action by the other, including specific performance, in accordance with this Agreement, or declaratory relief with respect to any matter under this Agreement. The Parties hereby agree and irrevocably stipulate that (a) the rights of the Parties to injunctive relief pursuant to this Agreement shall not constitute a "claim" pursuant to section 101(5) of the Bankruptcy Code and shall not be subject to discharge or restraint of any nature in any bankruptcy proceeding, and (b) this Agreement is not an "executory contract" as contemplated by section 365 of the Bankruptcy Code. ARTICLE VI EXAMINATION OF RECORDS 6.01 Inspection. WellMed shall allow the City reasonable access to the City Program Facility for inspections upon twenty four (24) hours' notice, and to documents and records necessary for the City to assess WellMed's compliance with this Agreement. The City reserves the right to conduct examinations, during regular business hours and with two (2) business days' notice to WellMed by the City, of the books and records related to the Program (including such items as contracts, paper; correspondence, copy, books, accounts, billings and other information related to the performance of the Foundation's services hereunder) no matter where books and records are located. The City also reserves the right to perform any and all additional audit tests relating to We11Med's services relating to the Program. These examinations shall be conducted at the offices maintained by the City or by WellMed, at the City's option. 6.02 Preservation of Records. All applicable records and accounts of WellMed, together with all supporting documentation, relating to the Program, shall be preserved by WellMed throughout the term of this Agreement and for twelve (12) months after the termination of this Agreement, then transferred to the City, at no cost to the City for retention. During this time, the City may require that any or all of such records and accounts be submitted for audit to the City or to a certified public accountant selected by the City. In the event WellMed fails to furnish the City any documentation required hereunder within thirty (30) days following the written request for same, then WellMed, as the case may be, shall be in default of this Agreement. 6.03 Patient Privacy. Notwithstanding any provision of this Agreement to the contrary, WellMed shall abide with all Federal and Texas laws, regulations, and rulings regarding patient privacy and shall assure that all of its personnel and independent contractors also fully comply with all such patient privacy requirements. ARTICLE VII ASSIGNMENT AND CONTRACTING 7.01 Sale Transfers, and Assig.~r~ment. WellMed may sell, transfer, or assign its rights and obligations under this Agreement only with prior written consent of the City and the 50324281.6 10 Foundation (with such consent not being unreasonably withheld, conditioned, or delayed). Each sale, transfer, or assignment to which there has been consent pursuant to the foregoing sentence shall be by instrument in writing, in form reasonably satisfactory to the City and the Foundation, and shall be executed by the transferee or assignee who shall agree in writing for the benefit of the City and the Foundation to be bound by and to perform the terms, covenants, and conditions of this Agreement. Failure to first obtain in writing the City's and the Foundation's consent, or failure to comply with the provisions herein contained shall operate to prevent any such sale, transfer, or assignment from becoming effective. 7.02 Covenants Binding. All covenants and agreements contained herein shall bind the Parties, and their permitted successors and assigns and shall inure to the benefit of the successors and assigns. 7.03 Limitations on City and Foundation Obli atg ions. Neither the City nor the Foundation shall in any event be obligated to any third party, including any subcontractor or consultant of the Foundation or WellMed for performance of work or services under this Agreement. 7.04 No Waiver. The receipt by the City or the Foundation of services from a transferee or assignee of WellMed shall not be deemed a waiver of the requirements of Section 7.01 or a release of WellMed from further observance or performance by WellMed of the covenants contained in this Agreement. No provision of this Agreement shall be deemed to have been waived by the City unless such waiver is in writing, and approved by City Council in the form of a duly passed ordinance or resolution. ARTICLE VIII INDEMNIFICATION 8.01 Indemnification by WellMed. WELCHED, COVENANTS AND AGREES TO FULLY INDEMNIFY AND. HOLD HARMLESS THE CITY AND THE FOUNDATION, AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES THEREOF (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, MEDICAL MALPRACTICE, AND PROPERTY DAMAGE, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE ACTIVITIES OF WELLMED UNDER THIS AGREEMENT, INCLUDING ANY SUCH ACTS OR OMISSIONS OF WELLMED, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS, OR CONTRACTORS OR SUBCONTRACTORS OF WELLMED, AND ITS OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS- AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY, UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE CITY OR THE FOUNDATION UNDER TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE INDEMNIFIED PARTIES AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. WELLMED SHALL PROMPTLY ADVISE THE CITY AND/OR THE FOUNDATION IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE CITY AND/OR THE 50324281.6 11 FOUNDATION OR ANY INDEMNIFIED PARTY KNOWN TO WELLMED RELATED TO OR ARISING OUT OF THE ACTIVITIES OF WELLMED UNDER THIS AGREEMENT AND .SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT THE COST OF WELLMED TO THE EXTENT REQUIRED UNDER THE INDEMNITY IN THIS SECTION. THE INDEMNIFIED PARTIES SHALL HAVE THE RIGHT, AT THEIR OPTION AND AT THEIR OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING WELLMED OF ANY OF ITS OBLIGATIONS UNDER THIS SECTION. WELLMED FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE, AND ON BEHALF OF THE INDEMNIFIED PARTIES AND IN THE NAME OF THE INDEMNIFIED PARTIES, ANY CLAIM OR LITIGATION BROUGHT AGAINST THE INDEMNIFIED PARTIES FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. THE OBLIGATIONS OF WELLMED UNDER THIS SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 8.02 Contractors. WellMed shall also require each of its contractors and subcontractors working on the Program to indemnify the City and the Foundation and their respective officials and employees from and against any and all claims, losses, damages, causes of actions, suits, and liabilities arising out of their actions related to the performance of this Agreement, utilizing the same indemnification language contained herein, in its entirety. 8.03 Conflicts of Interest. Upon the assertion of any claim or litigation requiring indemnification pursuant to this Article, WellMed shall assume and take exclusive control of the defense, negotiation, and/or settlement of such claim; however, if the representation of all Parties by WellMed would be inappropriate due to actual or potential conflicts of interest between them, then neither WellMed shall not assume such defense. In the event of a conflict of interest or dispute, the City and its respective officials and employees shall have the right to select counsel, with the reasonable cost of such counsel paid by WellMed. The Parties acknowledge that, with respect to claims for which insurance is available, the rights of the Parties to select counsel for the defense of such claims shall be subject to such approval rights as the insurance company providing coverage may have. ARTICLE IX GENERAL AND MISCELLANEOUS PROVISIONS 9.01 Independent Contractors. It is expressly .understood and agreed by all Parties hereto that in performing their services hereunder, WellMed at all times shall be acting as independent contractors contracted by the City and the Foundation, and all consultants or subcontractors engaged by WellMed shall be independent contractors of WellMed. The Parties hereto understand and agree that the City and the Foundation shall not be liable for any claims which may be asserted by any third party occurring in connection with services performed by WellMed under this Agreement unless any such claims are due to the fault of the City or the Foundation, respectively. The Parties hereto further understand and agree that no Party has authority to bind the others or to hold out to third parties that it has the authority to bind the others. 9.02 Legal Authority. The signers of this Agreement on behalf of the City, the Foundation, and WellMed represent, warrant, assure, and guarantee that they have full legal authority to execute this Agreement on behalf of the City, the Foundation, and WellMed, respectively, and to bind the City, the Foundation, and WellMed, respectively, to all of the terms, conditions, provisions, and obligations herein contained. 50324281.6 l 2 9.03 Venue and Governing Law• THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ANY LEGAL ACTION OR t PROCEEDING BROUGHT OR MAINTAINED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN GUADALUPE COUNTY, TEXAS. 9.04 Implied Waiver. The failure of any Party hereto to insist, in any one or more instances, upon performance of any the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition by any other Party hereto, but the obligation of such other Party with respect to such future performance shall continue in full force and effect. 9.05 Approvals or Consents. Whenever this Agreement requires or permits approvals or consents to be hereafter given by any Party hereto, the Parties agree that such approval or consent shall not be unreasonably withheld. Such approval or consent shall be given in writing and shall be effective without regard to whether given before the time required herein. 9.06 Addresses and Notices. Unless otherwise provided in this Agreement, any notice, communication, request, replay or advice (herein severally and collectively for convenience called "notice") herein provided or permitted to be given, made or accepted by any Party to the others must be in writing and may be given or be served by depositing the same in the United States Mail, postpaid and registered or certified and addressed to the Party to be notified, with return receipt requested, or by delivering the same to an officer of such part, or by prepaid telegram or facsimile, when appropriate, addressed to the part), to be notified. Notice deposited in the mail in the manner herein above described shall conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties shall, until change as hereinafter provided, be as shown below. The Parties shall have their right to specify as its address any other address in the State of Texas by at least fifteen (15) days written notice to the other Party. If to the City to: City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager If to the Foundation to: Comal County Senior Citizens' Foundation 655 Landa Street New Braunfels, Texas 78130 Attention: Executive Director If to We11Med to: We11Med Medical Management, Inc. 8637 Fredericksburg Road, Suite 360 San Antonio, Texas 78240 Attention: Chairman and Chief Executive Officer 9.07 Severability. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application 50324281.6 13 thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the k application of such word, phrase, clause, sentence, paragraph, section or other part of this Agreement to the other persons or circumstances shall not be affected thereby. 9.08 Changes and Amendments. Except when the terms of this Agreement expressly provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by amendment in writing executed by all Parties hereto 9.09 Sole Agreements. Other than the Foundation Operating Agreement, this Agreement constitutes the entire agreement among any of the Parties relative to the subject matter hereof. Other than the Foundation Operating Agreement, there have been and are no agreements, covenants, representations, or warranties among any of the Parties as to the subject matter hereof other than those expressly stated or provided for herein. Except as specifically set forth in Section 3.01(c), Exhibit A, and Exhibit D, in the event of any conflict with or inconsistency between the terms of this Agreement and the terms of We11Med's proposal to the City to provide the We11Med Services, the terms of this Agreement shall prevail. 9.10 Survival. Each and every indemnification obligation, warranty, representation, covenant and agreement of the Parties contained herein shall survive the execution, delivery, and termination of this Agreement for a period of two (2) years from and after the date of termination of this Agreement, and shall not be merged into any document executed and delivered, but shall expressly survive and be binding thereafter on the City, the Foundation, and We11Med, as the .case maybe. No inspections or examinations of the City Program Facility or the Program or the books, records, or information relative thereto by the City shall diminish or otherwise affect the Foundation's, or We11Med's indemnification obligations, representations, warranties, covenants and agreements relative thereto, and the City may continue to rely thereon. 9.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. 9.12 Cooperation. Each Party hereby agrees that it will take all actions and execute all documents necessary to fully carry out the purposes and intent of this Agreement. [The remainder of this page intentionally left blank.) 50324281.6 14 i IN WITNESS WHEREOF, the Parties have executed the Agreement in multiple copies, -each of which shall be deemed an original as of the date and year first written above. CITY OF SCHERTZ B. Don Taylor, Cit anager COMAL COUNTY SENIOR CITIZENS' FOUNDATION a By: ~ Lopez, Executive Director WELLMED MEDICAL MANAGEMENT, INC. By: George M. Rapier, M.D., Chairman and Chief Executive Officer 50324281.6 S-1 IN WITNESS WHEREOF, the Parties have executed the Agreement in multiple copies, each of which shall be deemed an original as of the date and year first written above. CITY OF SCHERTZ By: Don Taylor, City Manager COMAL COUNTY SENIOR CITIZENS' FOUNDATION By: Robert Lopez, Executive Director WELLMED MEDICAL MANAGEMENT, INC. B ~ Y George .Rapier, M. Chairman and Chief E ecutive Officer 50324281.5 S- I Exhibit A WellMed Services WellMed will provide the following health screenings and health education at no cost to seniors, the Program, or the City: • Health risk assessments and age-appropriate screenings and services for the following conditions as recommended by the US preventive Services Task Force Guidelines: o Depression screening o Diabetes mellitus with hypertension or hyperlipidemia o High blood pressure o Lipid disorders, including measurement of total cholesterol, high-density lipoprotein cholesterol (HDL), and low-density lipoprotein cholesterol (LDL) o Obesity, including the use of Body mass index (BMI) to include intensive counseling and behavioral intervention to promote sustained weight loss for obese adults. o Tobacco use, including tobacco-cause disease counseling and cessation interventions of those who use tobacco. • Health education/prevention classes to address conditions with special emphasis on evidence-based disease prevention and health promotion programs including but not be limited to the following: o Diabetes and the Stanford Diabetes Self-management Training Program (DSMT) o Hypertension o Tobacco use o Breast Cancer for women, including information about routine breast exams o Family risk assessment for colorectal cancer for men and women o Medication (prescriptions & consumption) o Nutrition o Exercise o A Matter of Balance Fall Prevention o Chronic disease management and the Stanford Chronic Disease Self-Management Program (CDSMP) o Cardiovascular disease and preventive treatments available o Risks associated with alcohol misuse o Information about osteoporosis screening and treatment for older women. • Annual influenza immunizations as recommended by the Centers for Disease Control and Prevention (CDC). In additional to these services, WellMed will provide access to a dedicated call center for free qualification and renewals to the Medicare Savings Programs such as the Qualified Medicare Beneficiary (QMB) program and the Special Low-Income Medicare Beneficiary program (SLMB) and the Low Income Subsidy (LIS) for Medicare Part D. The following excerpt from We11Med's proposal are hereby incorporated herein as a part of this Agreement: 50324281.6 A-1 PR4P4SED PLAN - 1. Proposed Services WellMed Medical Management, Inc. proposes to offer the following health screening and health education services that are detailed in the form below. In addition, Wel]Med Medical Management, lnc. proposes to establish an independent clinic adjacent to the Schertz Senior Center with a client load of 500 seniors. WELLI~~ED a Health Screening Services ~ 1 Site: ~ Date: Name: .DOB: Age: r Gender. M F Home Phone: CeIE Phone: - Address: PCP i Location: i i . Initial Visit: Health Screenin s Health Education Blood Pressure Alcohol use/abuse Y i N ! NA Pulse Aspirin use ~ Y! N / NA Height ~ Cancer screening Y ! N i NA . Weight Cholesterol Y! N / NA BMi ~ Depression Y / N / NA Blood Sugar Diabetes ~ - - Y i N I NA ' Cholesterol -Total DM w/HTN or hyperlipidemia Y / N / NA Vsion Screen P / F Disease Management Y / N ! NA 7 I Referred if failed? Y ! N Exercise ~ ~ Y ! N / NA i Hearing Screen P / F Fall prevention Y! N / NA Referred if failed? Y / N Healthy weight Y / N / NA i.: ~ Last dental visi# Heart disease Y 1 N i NA j I i 50324281.6 A-2 Enrolled in DM CHt= IHD Hypertension ~ Y l N 1 NA - -~COPD Nutrition Y / N / NA . ~ Osteoporosis Y / N 1 NA . Tobacco cessation - Y 1 N ! NA Referrals: ? PCP ? ~Optometrist/Opht~lalmologist O Smoking Cessation ? WeIIMed ? MH-Counseling ? Dentist D Health Education Classes Community Resources - Other: Nurse Signature: - Re eat Screens: Blood Pressure - - Date i Result Date Result .Date Result y - _ ~ Blood Su ar Chcslesterol • Date Result Date - Result . i - • ! Immunizations: influenaa Date Given Pneumonia Date Given Site ~ ~ Dose . Site Dose • Lot # ~ - Epp. Date Lot # Exp Date Nurse Signature Nurse Signature • • s: • Influenza - Da#e Given Td Date Given Site Dose ~ ~ Site: Dose ` . ; • i - ! - 2 ~ 50324281.6 A-3 • Lot # Exp. Date Lot # Exp. Oate _ • .Nurse Signature Nurse Signature: • Notes: • - • Release of Records: • 1 hereby authorize the Medical Home Clinic to release a copy of this screening form to the • following physician/clinic: i - - _ • - OR Date _ ~igriature of Patient Date Signature of Patient's Representative • The number of patients receiving flu shots during the immunization season in the fall. would be higher because this service is delivered more quickly than health screenings and 3. educational sessions. We11Med is already.providing this service oni a seasonal basis and has •been able to meet the demand. - • We11Med will maintain a free call center that can perform qualification and renewals to the Medicare Savings Programs: Qualified Medicare Beneficiary (QivtB} and Special Low- i . Iztcome Medicare Beneficiary (SLMBO as well•as the Low•Income Subsidy {LIS). 'These . programs pay for the premiums •and co-payments under Medicare. 'They can provide the . Stanford Chronic Disease Self-Management, Matter of Balance Falls Prevention, and pilot ~ • the new Diabetes Self"•Management Training program as oxie of only eight communities in • ..the nation. - i - i _ _ • 3 I • i . , • - a . j 50324281.6 1~-4 Participants'at the Senior Center will be provided with a monthly schedule of events, which ' - - will also be displayed prominently at the Center. The monthly calendar will include social events. as well as-health screenings offered at the Center and will be open to all participants. - When there are contraindications for health screening participants,;they will be given the results of the heaitti screening and referred to their primary care physician. For those participants who do not have a prirnary care physician, they will be referred to a WellMed physician for follow up. - This publidprivate partnership will be awin-win for all involved. It will expand a proven model for amulti-service cefiter. The seniors will have access to preventive health - - screenings at the multi-service center, a convenient and familiax setting where they can also - enjoy congregate~meals, physical activity programs, and other social, educational, and - recreational programs. With the.co-location of the clinic, this creates real synergy between. ' ~ the social services~and health:serviees that seniors need. We11Med has a proven record of - . success at the Elvira Cisneros Center. It is an organization that is ideally suited to fulfill the . ' requirements of the RFP. Z. 1VIanagement and Slaffing Plam • Bill Connolly, Senior Vice President, Shared Services ' • Carol Zernial, Executive Director, WeliMed Charitable Foundation & Vice President of Corninaunity Relations • Debbie Billa, Grants Manager, WellMed Chairitable Foundation • Manny Reta,~Vice President, Clinical Operations • Michelle Henry, Vice President, Clinical Programs Administration is . ' - ~ • Dick Coons, Vice President, Business Development - Resumes for these key staff have been provided , The following staffpositions will rotate through the Schertz Senior Center as needed to _ provide health screenings as scheduled: ~ - i M~ical Assistant: Must possess a content medical assistant certification or registration ' ~ certificate. licensed Vocafional Nurse: Must possess a current Texas vocational Nurse license. Current CPR certification, IV certification preferred, but not required. The scope o£ these positions is to provide professional nursirig care using established standards of clinical . _ nursing care and WellMed approved pracfices. ~ f I i 4 (1 50324281.6 A-5 Health Coaches: ~No licensure required. These positions act as educators, resources and . _ advocates for seniors and to support behavioral change and successful disease rrianagement. - ~ . - _ 3. Quality Assurance Plan . ~ ~ - WellMed will conduct semi-annual customer service-surveys at the Schertz Senior Center to .gauge consumer satisfaction with the Senior Center health services. Additionally, a complaint process will be utilized so that any complaints received can be . handted expeditiously to the consumer's satisfaction. 4. Foundation. Coordinaiion Plan WellMed Medical Management, Inc. will consult closety.with the Comal County Senior Citizen's Foundation staff to jointly schedule health related services at the Schertz. Senior - - Center. Those services will be included in the Center's monthly calendar, along with all - other activities soheduled at the Center. Center management will be apprised of any issues or cgmplaints that come up~relatecl to the • health services at the Center and a joint plan for resolution will be developed. On a quarterly -basis, management staff for both the Comal County Senior Citizens Foundation acid We11Med Medical Management, Inc. will meet to discuss progress and any issues ~ . ecicountered~ with this joint activity. • On a regular basis, WellMed staff will provide an update to the Comal County Senior I . Citizens Foundation Board of Directors on the Health screening andpromotion activities that have been provided to. participants at the Schertz Senior Center. These updates will take . place on.a schedule and format as determined by the Comal County Senior Citizens . Foundation Board of Directors and the $xecutive Director. ~5. _Records iYianagement_Plan~ - . - . _ We11Med has extensive internal policies and procedures for ensuring that patient records'are maintained in accordance with Federal HIPAA Privacy guidelines. As stated above, the • clinic operations wiII be a separate business entity from the operations of the Schextz Senior j , . Center and will be managed in accordance 'with WellMed -irittemal business practices. No ~ . ~Cealth records will .be maintained in the Senior Center. Health screening =esatts will be - provided to the senior to take to their primary carE physician. . 5 i~ . - 1 . ~ i 50324281.6 A-6 6. ~Uutreach and Communisations Plan - Samples of outreach and promotional materials have been provided to the City. _ _ WellMed will utilize our team of 25 marketing professionals to provide outreach to senior ' residents of Schettz and the surrounding communities regarding the services available at.the - _ Schex#z Senior Center. As stated above, We1IMed's marketing team will work to help in . messaging points in eflordination with the City of Schertz and the Comal County Senior Citizens Foundation fo reach out to seniors in the community about the Schertz Senior Center and its services. Events will be coordinated and held at the Center to encourage membership ~ . -and participation at the Center. 7. Additional Information. WellMed has the capacity to offer these services effective November i, 2010 or upon completion of the Center renovation..These services will be at no. cost to the City of Schertz ~ and to seniors age 50 and over. WelllVled also hopes to assist in helping to leverage the new ~ j_ ' senior center to make the City of Schertz~a "senior-friendly" city that serves as a hub for ' ~ senior services. We will be able to assist the Foundation in oi~ering educational pzo~~ son ~ ~ . health. topics as well as Medicare and other public benefits at the.new,Scliertz City+Library, ' to coordinate physical fitaess activities with the adjacent YMCA, as well as other locations in the Schertz area that wish to serve seniors.. WellMed will be bringing to the Schertz Senior ..Center clizuc location an existing patient load of 500 seniors. - i - i~ . ~ ~ _ i . ~ I` . ~ ~ i ' E . ~ ~ - I. ' ~ ~ - - - - - - - - - 6 50324281.6 A'7 - WELCHED PhJ(SItt81i5 CpMFOR'TCARE ` e YowltnPhu~eCanP~oCorl.iFe ~ Health Choice TIiA(vSPORTAT1pN Health Care ...'l $;~u F~3 HFb C(IHrrrn 'AHaAh }.(,iiNe`utxCO~SuGt+~~ JOB DESCRIPTION Job Title: Medical Assistant (Certified) - Pay Grade: H-04 ~ Organization: ®WellMed ? PHC ? Comfort Care Department: Clinic Operations Reports To: Clinic Administrator FLSA Status: Non-Exempt Job Summary The Certified Medical Assista>t~t performs a variety of patient care activities to assist physicians and nursing personnel, including administering injections, EKG's, phlebotomy and various other procedures. Delivers quality customer service and maintains established quality control standards. Essential Job Functions ~ ` 1. Performs all duties within the scope of a Certified Medical Assistant (procedures, injections, EKGs, phlebotomy). ~ r 2. Rooms patients according to company standards. ~ 3. Records patient care documentation in the medical record accurately and in a tamely manner. 4. Coordinates patient care as directed by physicians, company standards and policies. 5. Processes appropriate documents in an organized and accurate fashion. 6. Respects patient confidentiality at all rimes. 7. Organizes exam and treatment rooms, stocks and cleans rooms and sterilizes instruments. 8. Maintains certifications {MA and CPR) and quality control standards. 9. Participates in marketing events as determined by business need. 10. Performs all other related duties as assigned. ' Minimums Required Education ExAerience & Skills ¦ High school graduate or GED equivalent required. f ¦ Current, nationally recognized Medical Assistant certification or registration certification required j or the ability to attain the designation within 90 days of employment. ¦ Current CPR certification or the ability to attain the certification within 30 days of employment. i' Basic computer literacy required. ¦ Knowledge of medical terminology required. ¦ ICD-9 and CPT coding required- - ¦ Ability to react calmly and effectively in emergency situations required. ¦ Good communication and customer service skills required. ~ ~ i . - The information listed above is not comprehensive of all duties/responsibilities performed This job description is not an employment agreement or contract Management has the exclusive 1 1 right to alter this job description at any time without notice. ! 50324281.6 A-8 Ph SIC18115 ~pMFORTCARE ~tl't~S yaQu~e~c«nwQ~r~ts' TRA\SPQRTAT[O;~ , ealth Cage WELCHED 1~ H filth Chace (~A\Yvu.ivnCoae...7 •,tHe.~khMorncm+Me[7~g+"'anait i i t.°. JOS DESCRIPTION i i Preferred Education E erience & Skills i ¦ At least one year of experience as a Medical Assistant. ¦ Graduation from an accredited Medical Assistant program. ' ¦ More than one year of related experience in a medical setting preferred. Ph sical & Men,_ taI R guix•ements: Ability to lift up to 50 pounds ® Ability to push or pu11 heavy objects using up to 100 pounds of force ' ® Ability to stand for extended periods'of time ® Ability to use fine motor skills to operate equipment and/or machuzery ® Ability to receive and comprehend instructions verbally and/or in writing ® Ability to use logical reasoning for simple and complex problem solving ~ ® Occasionally requires exposure to communicable diseases or bodily fluids r ~ i 3 ~ ~ 1 , f i i The information listed above is not comprehensive of all duties/responsibilities performed a This job description is not an employment agreement or contract Management has the exclusive right to alter this job description at any time without notices .9.'. 50324281.6 A-9 4 WELLNIEfl Physicians COMFaRTC,•ARF itru~ a Y ~ ~ ,Health Choice TRAYSPORT.~'rlOld ~~~,n Q,l \V~.~{~Gnmwr -q lir~Yh eWnti+unea o~,v~n~' i. JOS DESCRIPTION Job Title: Licensed Vocational Nurse Pay Grade: N/A r Organization: ~ We111V1ed ? PHC ? Comfort Care Department: Clinic Qperations i~ Reports To: Clinic Administrator TlLSA Status: Non-Exempt Job S~ ary The Licensed Vocational Nurse performs a variety of activities fio assist physicians and nursing personnel in delivering quality patient care. This position.performs all duties within the scope of . an LVN, including procedures, injections, EKG's and phlebotomy. 1 Essential Job Functions 1. Reviews the patient record, chart, reports {including laboratory and x-ray), and other I` pertinent information for each patient prior to being seen by the provider and reports relevant information to the provider 100% of the time. 2. Screens patients for chief complaint and history for the condition necessitating the visit and records the information in the medical record 3. Rooms patients according to company standards Performs all nursing care duties within the scope of a Licensed Vocational Nurse 5. Coordinates patient care as directed by physician, company standards and policies 6. Follows established company policies and procedures ~ 7. Respects patient confidentiality 8. Conducts appropriate educational communications 9. Performs all other related duties as assigned. z c k Minimum Re wired Education Ex erience & Skills ¦ High school graduate or GED equivalent. i r ¦ Current Vocational Nurse License iri applicable state_ ¦ Two or more years of related LVN clinical experience. z ¦ Working knowledge of medical terminology and lCD-9 and CPT coding- ¦ Computer literacy required. ¦ Ability to maintain quality control standards. r' Ability to react calmly and effectively in emergency situations. I Good communication and customer service skills. Experience & Skills ' Preferred Education, • Minimum of 3 + years of LVN experience in a medical setting preferred l I Physical & Mental Requirements: {check all that apply) ® Ability to lift up to 100 pounds ~ ~ - ~ The information listed above is not comprehensive of all duties/responsibilitiesperformwi This job description is not an emptayment agreement or contract Management has the exclarsive right to alter this job description at any time without notice. I i 50324281.6 A-10 WELL1'VIED ~hySICl113S CpMFORTCARE r~f'uS ® r }ky~~mpnirnr i;[d , WfVt=e' TR'1\SPORT.4T(Oh H¢agh Cat i . LIA Wr~.~~[Fa Gwr,~.~r -Slic~gh µ'nmanoc oeo~aa+we' i i ~ . JOS DESCRIPTION Ability to push or pull heavy objects using up to 300 pounds of force Ability to stand for extended periods of time i~ ® Ability to use fine motor skills to operate equipment and/or machinery Ability to properly drive and operate a company vehicle ® Ability to receive and comprehend instructions verbally ancUor in writing Ability to use logical reasoning for simple and complex problem solving ® Occasionally requires exposure to communicable diseases or bodily fluids i i~ i I i ( f I l ~ ~ F 3. F 4 . The information listed abeve is not comprehensive of alt duties/responsibilities performecG This jab description is not an employment agreement or contract ltfanagement has the exclusive right to alter this job description at any time without notice. 50324281.6 A-11 WELLMED Physicians CAMFORTCARE it~tts TRA~SPnRTATtO~' HCa(ih Care ~ v«,jrwrv,~come~+raeure ~ Healtfl Ci'10te@ t`j.:\WFtt \itr>Cosuar~ •A Nealfi M~kuenu+ceO~G~^~i"~^• JOB DESCRIPTION Job Title: Health Coach - LVN Pay Grade: N/A Organization: ®We11Med ? PIIC ? Comfort Care Department: Clinic Operations Reports To: Manager, Clinical Care Operations FLSA Status: Non Exempt Job Summary The LVN Healtll Coach is responsible for successfully supporting Disease ManagementJChronic k. Care Program requirements for medical group/llealth plan members. The Health Coach acts as an educator, resource, and advocate for members and their families to ensure a maximum level of . independence. The LVN Health Coach will interact and collaborate with multidisciplinary care teams, which include physicians, nurses, pharmacists, laboratory technologists, social workers, i dietitians and other educators. The LVN Health Coach will assist in providing patient empowerment through the use of motivational interviewing skills, problem solving, and self- management goal setting. I Essential Job Functions l . Works with the PCP and clinic staff to identify patients with high risk diagnoses such as CHF,IHD, COPD/asthma and diabetes and ensures clinical guidelines are being followed_ } 2. Conducts. Chronic Care Model visits and reviews the patient's informal and formal support systems, focusing on what patients want to improve and educating them about their chronic disease. 3. Utilizes appropriate motivational interviewing techniques necessary for coaching and assisting the patient to complete aself-management goaUaction plan. 4. Enters timely and accurate data into the Disease Management database, PsiMed, SmartClinic and other applications necessary to communicate patient needs and to ensure complete documentation of patient visits and phone calls. Tracks self-management goal outcomes and ~ documents in disease management database. 5. Pulls tasking report from Disease Management database wh ha ecset sself-managemendel follow-up phone calls to eligible CCM enrolled member support goals within 2 weeks of date tasked. Ensures all delegated tasks are also completed within 2 weeks of date tasked. Tracks self-management goal outcomes and documents in disease managenclent database. 6. Maintains current knowledge regarding CHF, IHD, COPD/asthma and diabetes as well as related treatments and medications. 7_ Establishes a trusting relationship with identified patients, caregivers, clinic staff members and physicians. 8. Attends educational offerings to keep abreast of change and complies with licensing . requirements, ensures all patient educational materials aze up-to-date, and maintaizis ~ "'l The information listed above is not comprehensive of all duties/responsibilities performed This job description is not an employment agreement or contract MaKagemerct has the exclusive right tv alter this job description at any time without notice. 50324281.6 A-12 - WELI.MED Physicians CpMFpRTCARE iifl"LlS - e rwcxorU~Caa~Wnwnrncrire ~ HQ~t~h ~~QH,'g -TRr1NSPORTaT10lA NgitU Care l- ~ Cs:l ll'vJS ~{vn C.~amna^t •RHc3h MainnmanceO~g:~n~~.~' t JOB DESCRIPTION knowledge of specialty and ancillary provider contract contents, to include exclusions and contract terms. 9. Conducts clinic one-on-one visits with Disease Management Chronic Care Program ' participants, utilizing the Chronic Care Model, to assess patient needs for DME, home health, value-added services and any other necessary resources. Communicates these needs to the appropriate person (i.e. Social Worker, clinic staff, etc.} or addresses them per process - l0. Collaborates with the nurse manager to recommend policies, procedures and standards which affect the care of the patient with high-risk chronic disease diagnoses such as CHF, IHD, COPD/asthma and diabetes. 11. Performs all other related duties as assigned. - ~ Minimum Required Education Experience & Skills } ¦ Licensed Vocational Nurse with a current license to practice in the state of employment. - ¦ Two or more years experience in a physician's office, clinical or hospital setting. ¦ Cardiac, medical-surgical and/or critical care experience required- ¦ Proficient knowledge of chronic diseases, especially COPD/asthma, diabetes, CHF and 1HD. ¦ Experience related to patient education and/or motivational interviewing skills and self- management goal setting. ¦ Excellent verbal and written skills. ¦ Ability to interact productively withvndividuals and with multidisciplinary teams. ¦ Proficient computer skills, including Microsoft Word, Excel, Access and Outlook. - s Excellent organizational and prioritization skills. Preferred Education. Experience & Skills ~ • Knowledge of managed care, referral processes, claims and ICD-9 and CPT coding. ¦ Five or more years experience in a physician's office, clinical or hospital Setting. ! ¦ Silingual(English/Spanish) language proficiency preferred. ~ Physical & Mental Requirements: (check all that apply) - ® Ability to lift up to 100 pounds - ® Ability to sit for extended periods of time I ® Ability to use fine motor skills to operate office equipment and/or machinery - ® Ability to receive and comprehend instructions verbally and/or in writing ® Ability to use logical reasoning for simple and complex problem solving ~ The information listed above is not comprehensive of all duties/responsibilities performed ~ This job description is not an employment agreement or contract: Management has the exclusive right to alter this job description at ariy time without notice. 50324281.6 A-13 Exhibit B WellMed Clinical Services Primary care physician services, focusing on but not limited to medical care for seniors. Lab draws and in-house primary care diagnostic services (ekg, pft, etc.) will be performed for clinic patients only. 50324281.6 B-1 Exhibit C WellMed Area The WellMed Area is set forth on page C-2, and the location of the WellMed Area within the City Program Facility is set forth on page C-3 50324281.6 C' 1 PRELIMINARY ONLY -NOT FOR CONSTRUCTION I.T. PROVIDER 5 X 5 EXAM 9X11 9X10 EXAM EXAM 9 X 10 9 X 10 i GEN DIRTY CLEAN I BREAK STG DRUG CAB. jl ~ 11'6 X 10 II II _ I x j NURSE STAFF RR 9 X 18 i LAB 9 X 5'6 i X I 8'6 X 10 I BUSINESS II 11'6 X 1 4'6 II ----Iyet-- i PATIENT RR PROVIDER I '6X6 9X10 j EXAM I Ixl ixl 9 X 10 SCALE WAITING 26 X 15 EXAM EKAM 9X9 EDSPL 9X10 5 X 5 ~ ~ ~ ~ WELLMED CLINIC SP3 SCHERTZ 1/8" =1'-0" July 1,2010 50324281.6 C'2 0 . n s U C_ Y IL Oo .r ~ ~ ~ . . N O m r O I 41 t} ~ 1 1 ' i M i I N ' O ~ i O i i i i 50324281.6 C-3 Exhibit D Insurance Coverage See attached 50324281.6 D-1 Client: 89755 25WELLMED ACORDTN CERTIFICATE OF LIABILITY INSURANCE 8i3oiio o~ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION BBVA Compass Ins. Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 7550 IH-10 West, Suite 700 ALTERTHE COVERAGE AFFORDED BYTHE POLICIES BELOW. San Antonio, TX 78229-5820 , 210 366-0671 INSURERS AFFORDING COVERAGE NAIC # INSURED wsuRERA: HARTFORD UNDERWRITERS INS CO. 30104 WeIIMed Medical Management, Inc. wsuRERB: Hartford CASUALTY INS CO 29424 8637 Fredericksburg Rd., Ste. 360 INSURER C: Twin City Fire Insurance Compan 29459 San Antonio, TX 78240-0000 INSURER D: Fidelity & Casualty of Maryland INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWrfHSTANDING ANY REQUIREMENT. TERM OR CONDfriON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER AUTEYMM~OD TfVE DATE MM~UDD TION UMRS LTR NS A GENERALLU161LTTY 65UUNHF6065 04101/10 Q4/01/11 EACH OCCURRENCE $1000000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1 OOO OOO CLAIMS MADE a OCCUR MED EXP An one person $1 O OOO PERSONAL & ADV INJURY $1 OOO OOO GENERAL AGGREGATE $2 OOO OOO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $2 OOO OOO POLICY LOC A AUTOMOBILE LUIBILTiY 65UUNHF6065 04/01/10 04101!11 COMBINED SINGLE LIMIT $1 OOO OOO (Ea acddenlj r r ANY auto ALL OWNED AUTOS BODILY INJURY $ (Perpersan) SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Peracddenlj PROPERTY DAMAGE $ (Per acddenl) GARAGE UABLITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESS/UMBRELLALIABILTTY 65XHUHF1524 04/01/10 04/01/11 EACHOCCURRENCE_ $SOOOOOO OCCUR ~ CLAIMS MADE AGGREGATE $5 QOO OOO DEDUCTIBLE $ X RETENTION $ 1O OOO $ C WORKERS COMPENSATION AND 65WEZJ0568 04/01110 04101!11 x we sTATU- oTH- EMPLOYERS' LIABILffY E.L. EACH ACCIDENT $1 OOO OOO ANY PROPRIETOR/PARTNER/EXECUTNE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $1 OOO,OOO If yes, describe under E.L. DISEASE -POLICY LIMIT $1 OOO OOO SPECIAL PROVISIONS below p OTHER Crime CCP005T56406 08/06!2010 08/06/2011 Employee Dishonesty Limit: 1,000,000 -0-Deductible DESCRIPTION OF OPERATIONS / LOCATIONS J VEHICLES J EXCLUSIONS ADDED BY ENDORSEMENT! SPECULL PROVISKNIS The City of Schertz, Texas, its officers, officials, employees, volunteers and elected representativices are additional insureds as respects operations and activities of, or on behalf of contract with WeIIMed. This does not include Work Comp or Professional Liability coverage. Workers' Compensation, including employers liability, general liability and automobile liability policies provide a waiver of subrogation in favor of (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION 10 Da s for Non-Pa ment SHOULD ANY OF THE ABOVE DESCRIED POLICIES BE CANCELLED BEFORE THE EXPIRATIQN City of ScheitZ Texas DATE THEREOF, THE LSSUa1G INSURER WILL ENDEAVOR TO M,4L DAYS WRfTTEN Attn• City Risk Manager NOTICE TOTHE CERT~K:ATE HOLDER NAMED TO THE LEFT, BUTFA9-URETO DO SOSHALL 1400 SchertZ Parkway IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ~ AGENTS OR SChertz, TX 78154 REPRESENTATIVES. p~" TIVE ACORD 25 (2001108) 1 of 3 #S6396981M639613 25LKL m ACORD CORPORATION 1988 50324281.6 D-2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authored representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001108) 2 of 3 #S639698/M639613 50324281.6 D-3 ::::e1 :a 9 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::C~~~~R~PTID~IS ContEr~t:r«d::fi>r<om..~... ~ the City. The liability coverage is deemed primary and non-contributory with respect to any innurance or self-insurance carried by the City for liability arising out of operations under this contract. AMS 25.3 {2001!08) 3 of 3 #56396981M639613 50324281.6 D-4 Client: 89755 25WELLMED ACORiDTw CERTIFICATE QF LIABILITY INSURANCE si3oi2a1Q""'"' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION BBVA Compass Ins. Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR T550 IH-10 West, Suite 700 ALTERTHE COVERAGE AFFORDED BY THE POLICIES BELOW. San Antonio, TX 78229-5820 210 366-0671 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Darwin SBlect IrISUraflCe 24319 We11Med Medical Management, Inc. wsuRER6: 8637 Fredericksburg Rd., Ste. 360 INSURER C: San Antonio, TX T8240-0000 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWffHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WffH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDfT10NS OF SUCH POLICIES. AGGREGATE LIMBS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NS TYPE OF INSURANCE POLICY NUMBER ppUTEYINN~pp ~ Pp TE M~YUDD n~ UMRS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ CLAIMS MADE ~ OCCUR MED EXP An one person $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATELIMITAPPUESPER: PRODUCTS-COMP/OPAGG $ POLICY LOC AUTOMOBILE LWBILTTY COMBINED SINGLE LIMIT $ ANY AUTO (Ea acddent) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per HIRED AUTOS BODILY INJURY $ NON-0WNED AUTOS (Per acddent) PROPERTY DAMAGE $ (Peracddent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUiO OTHER THAN EA ACC $ AUTO ONLY: qGG $ EXCESSNMBRELLALU161LITY EACH OCCURRENCE $ OCCUR ~ CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS' LIABILITY E.L. EACH ACCIOENi $ ANY PROPRIEiOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE • EA EMPLOYEE $ If yes,desaiheunder SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ A OTHER Professional 03040482 07/31h0 07/31/11 5,000,000 per claim; Liability 5,000,000 Aggregate 250 000 Retention DESCRIPTION OF OPERATIONS /LOCATIONS (VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS The City of Schertz, Texas, its officers, officials, employees, volunteers and elected representativicesere additional insureds as respects operations and activities of, or on behalf of contract with WeIIMed. This does not include Work Comp or Professional Liability coverage. Workers' Compensation, including employers liability, general liability and automobile liability policies provide a waiver of subrogation in favor of {See Attacht~ Descriptions) CERTIFICATE HOLDER CANCELLATION 10 Da s for Non-Pa ment SHWLD ANY OF THE ABOVE DESCRBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of SchertZ Texas DATE THEREOF, THE ISSUNG INSURER WILL ENDEAVOR TO MAIL _1Q_ DAYS WRITTEN Attn: City Risk Manager NOTICE TO THE CER'TFICATE HOLDER NAMED TO THE LEFT, BUT FAC.URE TO DO SO SHALL 1400 SchertL Parkway IMPOSE NO OBLIGATION pR LIABILITY of ANY KIND UPON THE INSURER, ITS AGENTS OR SchertZ, TX 78154 REPR(E~S~EN~(TA~TI/VES. q~P~'"" - ° E TIVE ACORD 25 (2001108) 1 of 3 #S639700/M639892 25LKL o ACORD CORPORATION 1988 50324281.6 D-5 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the cert~cate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2007!08) 2 of 3 #S639700IM639692 50324281.6 D-6 ,......,....:::....::::::::::~::::::::::;::~::...:::::::::::::......:::::...,1, . . ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::[~~S~R~PTIE3N ~ Cnr~trr~r:c~tl::fr~olm Pa ~ 9 the City. The liability coverage is deemed primary and non-contributory with respect to any innurance or self-insurance carried by the City for liability arising out of operations under this contract AMS 25.3 (2007108) 3 of 3 #S6397001M639692 50324281.6 D-7