Agenda Cover Memorandum for 02/ - City of West Palm Beach

Originating Department: 

Human Resources (HR) 

Subject: 

WEST PALM BEACH CITY COMMISSION 

Agenda Cover Memorandum 

Meeting Type: 

Regular 

Special 

Agenda Date: 

02/22/2011 

Advertised: 

Required?: Yes No 

Date: 

Paper: PB Post 

ACM#: 

18366 

Resolution No. 41-11 authorizing the Mayor to execute an Employee Health Center Agreement 

between the City of West Palm Beach and H2U Wellness Centers LLC for the operation and 

management of the City's Employee Health Clinic; and Resolution No. 48-11(F) to appropriate 

funds for the buildout and operations of the Health Clinic. 

Ordinance/Resolution: 

RESOLUTION NO. 41-11: A RESOLUTION OF THE CITY COMMISSION OF THE 

CITY OF WEST PALM BEACH, FLORIDA, AUTHORIZING THE MAYOR TO 

EXECUTE AN EMPLOYEE HEALTH CENTER AGREEMENT BETWEEN THE CITY 

OF WEST PALM BEACH AND H2U WELLNESS CENTERS LLC, FOR THE 

OPERATION AND MANAGEMENT OF THE CITY’S EMPLOYEE HEALTH CLINIC.; 

PROVIDING FOR AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. 

RESOLUTION NO. 48-11(F): A RESOLUTION OF THE CITY COMMISSION OF THE 

CITY OF WEST PALM BEACH, FLORIDA, AUTHORIZING THE APPROPRIATION 

OR TRANSFER OF CITY FUNDS IN FISCAL YEAR 2010/2011 IN ACCORDANCE 

WITH SECTION 4.03 OF THE CITY CHARTER OF THE CITY OF WEST PALM 

BEACH, FLORIDA, FOR THE PURPOSE OF AMENDING THE GENERAL FUND 

AND VARIOUS FUNDS BUDGETS TO PROVIDE APPROPRIATIONS FOR THE 

CITY’S EMPLOYEE HEALTH CLINIC; PROVIDING AN EFFECTIVE DATE; AND 

FOR OTHER PURPOSES. 

Staff Recommended Motion: 

Approve Resolution No. 41-11 and Resolution No. 48-11(F). 

Background: 

The City of West Palm Beach has determined that there are significant benefits and savings to 

the City from operating a Health Clinic for City employees. The City conducted an Invitation to 

Negotiate process in search of a vendor to operate the City Employee Health Clinic. H2U 

Wellness LLC, d/b/a "First Onsite" was selected by a panel of City staff, a local physician and a 

local hospital administration executive. First Onsite will provide management and administrative 

services for the clinic.

AGENDA COVER MEMORANDUM Page 2 

C.M. #________ Date:__________ 

The Clinic will offer pre-employment physicals, primary care to eligible employees and their 

dependents, prescription dispensing, disease management, injections, exams and screening, as 

well as, occupational health services including, but not limited to, evaluation and treatment of 

work related injuries and illnesses and occupational health exams. In an effort to attract 

employees to the Clinic, employees who use the Clinic will not incur out of pocket expenses. 

The Agreement provides for a term of three (3) years with an option to renew for two (2) 

consecutive one (1) year terms. The Clinic will operate for a minimum of 40 hours per week 

with the initial hours of operation being Monday and Friday 7am - 4pm; Tuesday and Thursday 

10am - 7pm; Wednesday 7am - 12 noon and Saturdays 8am to 1pm. These hours will be 

evaluated and modified as necessary to meet the needs of the City. The Clinic will be staffed by 

a Physician, Nurse Practitioner or Physician’s Assistant, Nurse and a Medical Technician. 

The annual management fee to First Onsite will be the lesser of $131,040 or 20% of the salary 

wages and benefits for the personnel. Furthermore, the Agreement provides for Performance 

Guarantees, whereby a portion of the management fee is at risk of forfeiture for 

under-performance of specified benchmarks. A Review Board; consisting of outside healthcare 

professionals and staff, will be established to provide oversight of the clinic. The Agreement 

authorizes the Mayor to execute amendments to the Agreement for operational changes such as 

hours of operation. 

The proposed location for the Clinic is 464 Fern Street, a vacant historic building which is 

owned by the City and centrally located to City operations. The windows are badly deteriorated 

and will be replaced with hurricane resistant windows. Interior buildout will include electrical, 

plumbing and structural repairs to facilitate three (3) examination rooms, an imaging/x-ray room, 

a small lab, medical storage area, patient waiting area and administrative offices. 

The Fern street location provides for adequate patron parking consisting of four (4) on-site 

parking in the alley and two dedicated on-street parking spaces. The building is also equipped 

with an existing handicap ramp. To maintain the historic integrity of the structure, there will be 

no changes to the building exterior and the interior buildout will not jeopardize the historic 

character. 

The budget needed for Fiscal Year 2011 is: 

$200,000 Building Renovations 

90,000 Equipment (x-ray machine) 

85,000 Start-up Expenses (includes hearing and eye testing equipment for firefighter 

physicals) 

225,000 July - September contract with H2U Wellness for staff, supplies, and drugs 

$600,000 Total 

In an effort to control cost, the required landscaping of the property and parking lot repairs and 

striping will be done in-house by our Parks Maintenance and Public Works employees. The 

health clinic is expected to be operational in July 2011. 

Fiscal Note

AGENDA COVER MEMORANDUM Page 3 

C.M. #________ Date:__________ 

Current Year: 

$600,000.00 

Annualized: Budgeted: Unbudgeted: Funding Source: 

Operating 

Comment: Resolution No. 48-11(F) transfers $300,000 from available funds with the Other 

Post Employment Benefit (OPEB) expenses with the remaining $300,000 from departments 

(General Fund - $205,440; Building Permit Fund - $6,679; Waterfront District Fund - $1,509; 

Parking Operating Fund - $3,567; Water & Sewer Operating Fund - $61,017; Storm Water 

Operating Fund - $7,467; MIS Fund - $8,378; Printing Fund - $309; Fleet Maintenance Fund - 

$4,914; & Self Insurance Fund - $720). 

Electronic Attachments: Click here for assistance with naming convention. 

Is this ACM related to a Grant? Yes No 

Originating Department - Approved by: Patrick Cooney on 02/11/2011 

02/11/2011 Finance Department 

02/11/2011 City Attorney's Department 

Human Resources Department 

02/11/2011 Asst. City Administrator 

02/11/2011 City Administrator 

Other 

Other 

Return to Agenda

February 7, 2011 

RESOLUTION NO. 48-11(F) 

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WEST PALM BEACH, 

FLORIDA, AUTHORIZING THE APPROPRIATION OR TRANSFER OF CITY FUNDS 

IN FISCAL YEAR 2010/2011 IN ACCORDANCE WITH SECTION 4.03 OF THE CITY 

CHARTER OF THE CITY OF WEST PALM BEACH, FLORIDA, FOR THE PURPOSE OF 

AMENDING THE GENERAL FUND AND VARIOUS FUNDS BUDGETS TO PROVIDE 

APPROPRIATIONS FOR THE CITY’S EMPLOYEE HEALTH CLINIC; PROVIDING AN 

EFFECTIVE DATE; AND FOR OTHER PURPOSES. 

****** 

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COMMISSION OF THE 

CITY OF WEST PALM BEACH, FLORIDA, that: 

SECTION 1: Funds are hereby appropriated within various funds as follows: 

FUND 506 - HEALTH INSURANCE FUND 

REVENUES 

Health Clinic Charges 506-023703-000-341200 $ 300,000 

EXPENDITURES 

OPEB Expense 506-014100-590-500245 $ (300,000) 

Building Improvements 506-023703-590-500621 200,000 

Equipment - Health Clinic 

Equipment 

Operational Expense - Start Up 

Costs 

Professional Services - Health Care 

Provider 

506-023703-590-500640 90,000 

506-023703-590-500490 85,000 

506-023703-590-500310 225,000 

Total Expenditures: $ 300,000 

FUND 001 - GENERAL FUND 

EXPENSES 

Health Clinic Expense 001-010100-511-500230 $ 1,418 

Health Insurance 001-010100-511-500231 (1,418) 

Health Clinic Expense 001-010101-512-500230 2,284 


Health Clinic Expense 001-010102-512-500230 2,042



Health Insurance 001-010102-512-500231 (2,042) 

Health Clinic Expense 001-010300-539-500230 612 

Health Insurance 001-010300-539-500231 (612) 






Health Insurance 001-011100-51150231 (1,567) 



















Health Clinic Expense 001-023100-513-500230 1,133



Health Insurance 001-023100-513-500231 (1,133) 

Health Clinic Expense 001-023150-513-500230 155 

Health Insurance 001-023150-513-500231 (155) 





Health Clinic Expense 001-027100-514-500230 4,213 




Health Clinic Expense 001-029250-554-500230 1,895 




Health Clinic Expense 001-030200-515-500230 1,837 

Health Insurance 001-030200-515-500231 (1,837) 

Health Clinic Expense 001-030252-515-500230 510 

Health Insurance 001-030252-515-500231 (510) 









Health Clinic Expense 001-031300-521-500230 47,924


4 



Health Clinic Expense 001-031302-521-500230 2,901 

Health Insurance 001-031202-521-500231 (2,901) 



Health Clinic Expense 001-031320-521-500230 702 

Health Insurance 001-031320-521-500231 (702) 





















Health Clinic Expense 001-041125-539-500230 623


5 



Health Clinic Expense 001-041126-529-500230 3,026 

Health Insurance 001-041126-529-500231 (3,026) 





















FUND 130 - BUILDING PERMIT FUND 

EXPENSES 


Health Insurance 130-033300-524-500231 (6,679)


FUND 133 - WATERFRONT DISTRICT FUND 

EXPENSES 

6 












FUND 442 - PARKING OPERATING FUND 

EXPENSES 







FUND 450 - WATER & SEWER OPERATING FUND 

EXPENSES 




Health Insurance 450-097150-536-500231 (6,086)


7 














Health Clinic Expense 450-097320-536-500230 3,026 

Health Insurance 450-097320-536-500231 (3,026) 









FUND 481 - STORM WATER OPERATING FUND 

EXPENSES 



Health Clinic Expense 481-041765-541-500230 1,277


8 







FUND 501 - MANAGEMENT INFORMATION SYSTEMS FUND 

EXPENSES 











FUND 502 - PRINTING FUND 

EXPENSES 

Health Clinic Expense 502-019290-590-500230 $ 309 

Health Insurance 502-019290-590-500231 (309) 

FUND 503 - FLEET MANAGEMENT FUND 

EXPENSES 

Health Clinic Expense 503-019280-590-500230 $ 155 

Health Insurance 503-019280-590-500231 (155)


9 




FUND 504 - SELF INSURANCE FUND 

EXPENSES 

Health Clinic Expense 504-018900-590-500230 $ 720 


SECTION 2: The City Clerk is hereby directed to furnish one (1) certified copy of this 

resolution to the Director of Finance, one (1) certified copy to the Budget Office and 

one (1) copy to the Purchasing Division of the City of West Palm Beach after 

passage. 

SECTION 3: This Resolution shall take effect as provided by law. 

PASSED AND ADOPTED THIS DAY OF , 2011. 

CORPORATE SEAL 

ATTEST: 

CITY CLERK 

CITY OF WEST PALM BEACH 

BY ITS CITY COMMISSION 

PRESIDING OFFICER

RESOLUTION NO. 41-11 

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WEST PALM 

BEACH, FLORIDA, AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYEE 

HEALTH CENTER AGREEMENT BETWEEN THE CITY OF WEST PALM BEACH 

AND H2U WELLNESS CENTERS LLC, FOR THE OPERATION AND MANAGEMENT 

OF THE CITY’S EMPLOYEE HEALTH CLINIC.; PROVIDING FOR AN EFFECTIVE 

DATE; AND FOR OTHER PURPOSES. 

******************* 

WHEREAS, the City issued Invitation to Negotiate #08/09-131(“ITN”) seeking 

proposals to administer an onsite employee health center for the City; and 

WHEREAS, First Onsite, a wholly owned subsidiary of HCA, Inc., is a provider of health 

care services and employs or contracts with Medical Professionals duly licensed and qualified to 

provide such services and to manage and operate the Clinic; and 

WHEREAS, First Onsite’s proposal was determined to be the best value to the City; and 

WHEREAS, it is the desire of the parties hereto to enter into a contractual agreement 

whereby First Onsite will provide the clinical and management services for the City’s Employee 

Health Clinic. 

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 

OF WEST PALM BEACH, FLORIDA, THAT: 

SECTION 1: The City Commission of the City of West Palm Beach, Florida hereby 

authorizes the Mayor to execute an Employee Health Center Agreement between the City 

of West Palm Beach and H2U Wellness Centers LLC in substantially the form attached 

hereto as Exhibit “A” (“Agreement”) and, in accordance with the Agreement, to execute 

amendments for changes relating to the operation of the Clinic such as staffing levels, 

performance guarantees and hours of operation. 

SECTION 2: Upon execution of two (2) originals of the Agreement by the Mayor, one 

original shall be forwarded to Suzanne Payson, Assistant City Attorney, for further 

handling. A fully-executed original of the Amendment shall be retained by the City 

Clerk as a public record of the City.

SECTION 3: This Resolution shall take effect as provided by law. 

PASSED AND ADOPTED THIS _____ DAY OF __________________, 2011. 

RESOLUTION NO. 41-11 

(CORPORATE SEAL) CITY OF WEST PALM BEACH 

BY THE CITY COMMISSION 

ATTEST: ____________________________ 

PRESIDING OFFICER 

____________________ 

CITY CLERK 

CITY ATTORNEY’S OFFICE 

Approved as to form and legal sufficiency 

By:_______________________ 

Date:______________________

Matter No. 10067 

ITN No. 08/09-131 

Resolution No. 41-11 


EMPLOYEE HEALTH CENTER AGREEMENT 

THIS EMPLOYEE HEALTH CENTER AGREEMENT (the “Agreement”) is by and 

between H2U WELLNESS CENTERS LLC, a Tennessee Limited Liability Company 

authorized to do business in the state of Florida, d/b/a “First Onsite”, with an address of 3322 

West End Avenue, Suite 400, Nashville, TN 37203 (“First Onsite”), and the CITY OF WEST 

PALM BEACH, a Florida municipal corporation, with an address of 401 Clematis Street, West 

Palm Beach, Florida 33401 (“City”). 

RECITALS: 

WHEREAS, the City seeks to provide access to quality health care and to improve the 

health and wellness of its employees and other eligible persons through the provision of clinical 

services at an employee health center (the “Clinic”); and 

WHEREAS, the City specifically wishes to offer primary care and occupational health 

services including but not limited to evaluation and treatment of work related injuries and 

illnesses, occupational health exams, health assessments, call support, immunizations, injections, 

exams and screenings, prescription dispensing, disease management and primary case 

management at the Clinic to its employees and other eligible persons; and 

WHEREAS, the City issued Invitation to Negotiate #08/09-131(“ITN”) seeking 

proposals to administer an onsite employee health center for the City, the terms of which are 

incorporated herein by reference; and 

WHEREAS, First Onsite responded to the ITN by submitting a proposal dated 

September 10, 2009 and amended March 16, 2010, (collectively, “Proposal”), the terms of 

which are incorporated herein by reference; and 

WHEREAS, First Onsite, a wholly owned subsidiary of HCA, Inc., is a provider of health 

care services and employs or contracts with Medical Professionals duly licensed and qualified to 

provide such services and to manage and operate the Clinic; and 

WHEREAS, First Onsite’s Proposal was determined to be the best value to the City; and 

WHEREAS, it is the desire of the parties hereto to enter into a contractual agreement 

whereby First Onsite will provide clinical and management services under the terms and 

conditions herein. 

NOW, THEREFORE, in consideration of the promises and the mutual covenants 

contained herein, the parties hereto do agree as follows.

DEFINITIONS 

“Benefits” shall have the meaning set forth in Section 1.6. 

“Clinic” shall mean a facility owned or leased by the City, at a location selected by the 

City, which shall be known as the “City of West Palm Beach Employee Health Clinic”. 

“Clinical Services” shall have the meaning set forth in Section 1.1. 

“Covered Persons” shall mean (i) Eligible Employees, (ii) Eligible Dependents, (iii) 

Prospective Employees, and (iv) General, Police and Fire Rescue employees for 

Occupational Health coverage; and (v) General, Police and Fire Rescue employees and 

official City volunteers for Worker’s Compensation coverage. The City shall have the 

right, upon notification to First Onsite, to include Fire Rescue employees as Covered 

Persons at no additional charge. 

“Delivery Date” shall have the meaning set forth in Section 3.1. 

“Effective Date” shall have the meaning set forth in Section 4.1. 

“Eligible Dependent” means an individual enrolled as a qualified dependent of a City 

employee or COBRA participant currently participating in the City’s health insurance 

plan for General Employees or Police Employees. The minimum age shall be established 

by First Onsite based upon the Medical Professionals’ expertise but in any event the 

minimum age established shall not be more than eight (8) years old. 

“Eligible Employee” means a current, regular status employee or COBRA participant 

who is currently participating in the City’s health insurance plans. 

“EMR” shall mean First Onsite’s electronic medical records system. 

“Equipment” shall mean the equipment reasonably necessary for the delivery of the 

Clinical Services including but not limited to medical examination tables, diagnostic 

equipment, chairs, occasional tables and stands, lamps, shelves, storage cabinets, 

computers, and printers all as set forth in the Inventory. 

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as 

amended. 

“Inventory” shall have the meaning set forth in Section 1.5. 

“Management Services” shall have the meaning set forth in Section 1.2. 

“Management Fee” shall have the meaning set forth in Section 5.1. 

“Medical Assistant” shall mean a certified medical assistant and x-ray technician duly 

licensed in the State of Florida to provide medical assistance to the Medical 

Professionals. 

2

“Medical Professionals” shall mean a Physician, Physician Assistant, Nurse or Nurse 

Practitioner, as described herein, or other professional duly licensed in the State of 

Florida to provide medical services. 

“Nurse” shall mean, and is inclusive of, a Registered Nurse and a Licensed Practical 

Nurse, appropriately licensed in the State of Florida, operating within the scope of their 

license. 

“Nurse Practitioner” shall mean an Advanced Registered Nurse Practitioner (“ARNP”) 

appropriately licensed within the State of Florida operating within the scope of their 

license. 

“Opening Day” shall have the meaning set forth in Section 1.4. 

“Performance Guarantees” shall have the meaning set forth in Section 2.1. 

“Personnel” shall collectively refer to the Medical Professionals and any support 

personnel. 

“Physician” shall mean a board certified or board eligible Medical Doctor (“M.D.”) or 

Doctor of Osteopathy (“D.O.”) appropriately licensed in the State of Florida operating 

within the scope of their license and licensed to dispense pre packaged medications. 

“Physician Assistant” means a Physician Assistant appropriately licensed within the 

State of Florida operating within the scope of their license. 

“Prospective Employees” shall mean post offer applicants for employment with the 

City who are eligible to receive pre employment physicals and drug testing at the Clinic. 

“Protected Health Information” or “PHI” shall mean information as defined by the 

Health Insurance Portability and Accountability Act of 1996, as amended, and by all 

federal and state privacy requirements. 

“Reimbursable Expenses” shall have the meaning set forth in Section 5.2. 

“Services” shall refer collectively to the Clinical Services and the Management Services. 

“Start Up Costs” shall have the meaning set forth in Section 1.5. 

“Supplies” shall mean the supplies reasonably necessary for the delivery of the Clinical 

Services including but not limited to pharmaceuticals, dressings, bandages, syringes, 

blood draw supplies, patient forms, and information pamphlets all as set forth in writing 

provided by First Onsite to the City. 

“Workers’ Compensation Services” shall mean services provided in accordance with 

Chapter 440, Florida Statutes. 

3

SECTION 1. Covenants and Responsibilities of First Onsite. 

1.1 Clinical Services. First Onsite shall provide those clinical services (“Clinical 

Services”) set forth in the Scope of Clinical Services attached hereto as Exhibit A and 

incorporated herein. 

a. Workers Compensation. The Clinical Services shall include Worker’s 

Compensation services provided that prior to treating City employees for injuries on the job, 

First Onsite shall establish written protocols in compliance with Chapter 440, Florida Statutes. 

First Onsite shall provide the protocols to the City’s Project Representative for review prior to 

the Opening Day for the Clinic. Any fines or assessments issued by the State of Florida for 

failure to comply with Section 440.13 of the, Florida Statutes, shall be the responsibility of First 

Onsite. 

b. Physicals. First Onsite shall, in consultation with the City’s Project 

Representative and Risk Manager, develop minimum standards for all physicals. Such 

minimum standards shall be finalized for the City’s approval prior to Opening Day. 

c. Laboratory Testing. First Onsite shall contract with a provider for 

laboratory testing, including drug testing, for those tests that can not be provided at the Clinic. 

1.2 Management Services. First Onsite shall provide those management and 

administrative services (“Management Services”) necessary for the effective and efficient 

operation of the Clinic, subject to the reasonable policies set forth by the City, as more 

specifically described in the Scope of Management Services attached hereto as Exhibit B and 

incorporated herein. As part of the Management Services, First Onsite shall provide Health 

Risk Assessments to all City employees and will offer the programs described in Exhibit C to 

Eligible Employees at no additional cost. 

1.3 Licensing. First Onsite shall obtain all licenses required to provide the Services at 

the Clinic at the sole cost of the City. 

1.4 Opening Commitment; Online Scheduling. First Onsite shall open the Clinic fully 

staffed and operational within ten (10) business days of delivery of the Clinic to First Onsite by 

the City (“Opening Day”). First Onsite shall use its best efforts to provide an online 

appointment scheduling system that shall be operational within six (6) months from Opening 

Day. In the event the scheduling system is not operational within the six (6) month timeframe 

the Performance Guarantee set forth in Section 2 shall apply and be the City’s sole remedy. 

1.5 Equipment and Supplies. 

a. Start Up Equipment and Supplies. A detailed inventory of Supplies and 

Equipment needed for startup and operation of the Clinic is attached hereto as Exhibit D 

(“Inventory”). The City shall have the right to purchase the Supplies and/or Equipment directly 

or to authorize First Onsite to purchase the Supplies and Equipment and be reimbursed by the 

City. The total cost of the Equipment, Supplies purchased by First Onsite shall not exceed One 

Hundred Seventy Three Thousand Four Hundred Thirty One and 35/100 Dollars ($173,431.35) 

4

less the estimated cost of any Supplies and Equipment the City elects to purchase (“Start Up 

Costs”). 

b. Ongoing Equipment and Supplies. First Onsite shall be responsible for 

replenishing the Equipment and Supplies as reasonably required for the provision of the Clinical 

Services and such costs shall be reimbursed by the City in accordance with Section 5.2. 

c. The Equipment and Supplies shall be the property of the City and, upon 

payment to First Onsite for the Equipment and Supplies purchased by First Onsite, First Onsite 

shall deliver a bill of sale, with warranty of title, to the City, including serial numbers for the 

Equipment, where applicable. First Onsite shall comply with the City’s asset inventory 

procedures. If any portion of the Equipment and Supplies is defective or otherwise not operating 

properly, it shall be the responsibility of First Onsite and the Medical Professionals to take all 

action reasonably necessary to ensure that such Equipment and Supplies do not create a risk of 

injury to any person at the Clinic. 

d. Except as otherwise provided for in the Inventory, First Onsite shall not 

make any single expenditure that will be passed through to the City (i) in excess of Two 

Thousand Five Hundred Dollars ($2,500); or (ii) not identified in Section 5.2 as a Reimbursable 

Expense, without the City’s prior approval. 

1.6 Personnel. 

a. First Onsite will provide a sufficient number of Medical Professionals and 

support personnel as needed, based on number of visits, to perform the Clinical Services at the 

Clinic. Initial staffing for the Clinic shall include a Physician, Nurse Practitioner or Physician’s 

Assistant, Nurse and Medical Technician. The salaries shall not exceed the hourly rates 

(including benefits) set forth on Exhibit E attached hereto the benefits will be consistent with the 

HCA benefit plan and all benefits that are greater than the HCA benefit plan shall be approved 

by the City (“Benefits”). 

b. The Physician shall be dedicated full time to the Clinic, shall be on site a 

minimum of forty (40) hours of week, excluding vacation, holidays, training and sick time, 

unless otherwise approved by the City, and shall have no other employment or practice without 

the City’s prior written approval. First Onsite’s contract with the Physician shall be in the form 

attached hereto as Exhibit F (“Physician’s Agreement”) unless otherwise approved by the 

City. Notwithstanding anything in the Physician’s Agreement to the contrary, travel for medical 

conferences or otherwise shall be limited to the continental United States unless otherwise 

approved by the City and costs shall be in accordance with the City’s Travel Expense Policy 

attached hereto as Exhibit G (“Travel Expense Policy”). The City shall not pay a Management 

Fee on any severance payable under the Physician’s Agreement or on travel and training. 

c. The City shall have the opportunity to interview any initial, replacement or 

temporary Physician and Nurse Practitioner or Physician Assistant candidates identified by First 

Onsite and determine if such candidates will be acceptable to the City. First Onsite shall not 

commit to provide any particular person as a Medical Professional, and First Onsite shall have 

5

the right at any time and from time to time, with or without cause, to change a Medical 

Professional provided to the Clinic; provided however that First Onsite shall notify the City of 

the termination and the reason for such termination. The City shall have the right to require 

First Onsite to remove a Medical Professional with or without cause upon prior written notice, 

which notice shall specify the time by which the Medical Professional shall be removed. 

1.7 Standards of Medical Professional’s Performance. First Onsite shall contract with 

the Medical Professionals such that the Medical Professionals are obligated to perform or 

deliver the following: 

a. The Medical Professional shall determine their own means and methods of 

providing the Services with oversight and quality control functions 

performed by First Onsite. 

b. Referrals by the Medical Professionals for additional medical care shall be 

made according to evidence based medicine and best practice protocols and 

will be tracked through First Onsite’s Electronic Medical Records Program. 

Unless patient preferences dictates otherwise, the Medical Professionals shall 

use their best efforts to utilize the providers in the City’s applicable health 

plan networks or the City’s Third Party Administrator’s provider network for 

Worker’s Compensation, as applicable, taking into account geographical 

convenience for the employee. 

c. The Medical Professionals shall comply with all applicable laws and 

regulations with respect to the licensing and regulations of medical 

professionals. 

d. The Medical Professionals shall provide the Services in a manner consistent 

with all applicable laws and regulations and in a professional manner 

consistent with medical services provided in the community. 

e. The Medical Professionals shall not bill or otherwise solicit payment from 

Covered Persons for the Services provided at the Clinic. Neither First Onsite 

nor the Medical Professionals shall engage in the practice of “back billing” 

with regard to the Services. 

f. The Medical Professionals shall maintain, during the term of this Agreement, 

appropriate credentials including (i) a duly issued and active license to 

practice medicine in the State of Florida without limitation or restriction; (ii) 

good standing with his or her profession and state professional association; 

(iii) the absence of any license restriction, revocation or suspension; (iv) the 

absence of any involuntary restriction placed on his or her federal Drug 

Enforcement Administration (“DEA”) registration; and (v) the absence of 

any conviction of a felony. 

g. In the event that any Medical Professionals (i) has his or her license 

restricted, revoked or suspended, (ii) has an involuntary restriction placed on 

his or her federal DEA registration, (iii) is convicted of a felony; or (iv) is no 

6

longer in good standing with his or her profession and/or state, First Onsite 

shall immediately remove that Medical Professional and immediately replace 

such Medical Professional with another Medical Professional that meets the 

requirements of this Agreement. 

1.8 Training and Expertise. First Onsite represents and warrants that the person or 

persons performing the Services specified herein have the requisite training, licenses and 

expertise necessary to fully and satisfactorily complete their obligations hereunder. First Onsite 

agrees that if further training or expertise is or becomes necessary or is required to fully and 

satisfactorily complete their obligations that First Onsite, or the person or persons employed by 

First Onsite, shall obtain such training, licenses or expertise. This provision shall not apply to 

the costs of any continuing education included as a Benefit. First Onsite further acknowledges 

that the City shall have no responsibility or duty to provide any such training, licenses or 

expertise for First Onsite which may be necessary or required of First Onsite in order to fully 

and satisfactorily complete its obligations, and that any fees in connection therewith shall be 

borne solely by First Onsite, and not the City. Prior to commencement of the Services under 

this Agreement, First Onsite shall provide to the City reasonable evidence of the qualifications 

of such Personnel. First Onsite will ensure that all Personnel complete and pass background 

checks to verify licensing and training in accordance with First Onsite’s Credentialing Process 

set forth in Exhibit H attached hereto. 

1.9 Quality of Work. First Onsite represents and warrants that: 

a. the Services to be performed by it hereunder shall be accomplished in a 

professional and competent manner consistent with the level of care and skill ordinarily 

exercised in the trade under similar circumstances; 

b. all deliverables and Services provided hereunder will be of merchantable 

quality and fit for the particular purposes of the City; 

c. First Onsite will comply with all applicable federal, state and local laws, 

rules, regulations and orders in connection with the performance of its obligations hereunder; 

d. First Onsite shall establish protocols for the operation of the Clinic for use 

by the Personnel and shall, upon request, provide such protocols to the City. Such protocols 

shall remain the proprietary information of First Onsite and shall be returned to First Onsite 

after the termination of this Agreement; and 

e. First Onsite shall have annual Quality Assurance Reviews conducted for 

the operations of the Clinic and shall promptly provide the results to the City. 

1.10 Hours of Operation. First Onsite shall provide the Services at the Clinic for a 

minimum of forty (40) hours per week in accordance with the schedule attached hereto as 

Exhibit I. Any modifications to the operating schedule based on demand are subject to the 

City’s prior approval. The Physician, Physician Assistant or Nurse Practitioner shall be on site 

at all times that the Clinic is open. 

7

1.11 Eligibility. Eligibility to receive Clinical Services is limited to Covered Persons. 

First Onsite shall verify that a person coming to the Clinic is a Covered Person and City shall 

require Covered Persons to produce photo identification. 

1.12 Compliance with Laws. First Onsite covenants and agrees that it and any of its 

subcontractors and agents are bound by and will observe and perform all duties required under 

all applicable local, state and federal laws, ordinances, rules and regulations including but not 

limited to Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352), as amended, Occupational 

Safety and Health Act of 1970 29 U.S. C. Section 651 et seq., as amended, Employee 

Retirement Income Security Act of 1974, the Health Insurance Portability and Accountability 

Act of 1996, as amended, the Consolidated Omnibus Budget Reconciliation Act, the Social 

Security Act, the United States Fair Labor Standards Act and the Immigration Reform and 

Control Act. First Onsite further covenants and agrees that with respect to laws applicable to 

the establishment or maintenance of an on-site health clinic First Onsite shall take any and all 

actions necessary to conform to such laws. 

1.13 Project Representative. First Onsite hereby designates Debbie Sullivan, Director 

of Operations, as First Onsite’s project representative (“First Onsite Project Representative”) 

to represent First Onsite in all of its dealings with the City relating to the operation and 

management of the Clinic. First Onsite may replace the Project Representative at its sole 

discretion upon prior written notice to the City. 

1.14 Dispensing Pre Packaged Prescriptions. The Clinic shall dispense pre packaged 

prescription drugs to Covered Persons. The basic formulary will be determined based on the 

prescription utilization and financial benefit to the City versus costs through the insurance plan 

or as agreed upon should changes and adjustments be desired by the City in accordance with the 

dispensing laws of the State of Florida. All medications will be stocked in accordance with 

applicable regulations. No controlled substances will be stocked. First Onsite will track and 

make every reasonable effort to maintain inventory levels necessary to meet patient needs as 

forecasted through expected utilization with the understanding the Medical Professional 

maintains autonomy when it comes to medication prescribing and determining what is 

medically necessary with regard to patient care. 

1.15 First Onsite agrees to use best efforts to make available to the Clinic any 

programs used in its other facilities, provided that they are not proprietary to other facilities, to 

increase the efficiency of the Clinic operations including but not limited to making pre 

appointment paperwork available on line. 

SECTION 2. Performance Guarantees. 

2.1 First Onsite provides the following performance guarantees (“Performance 

Guarantees”) and, unless otherwise indicated, agrees to achieve each metric and that each 

metric will be measured on a quarterly basis. The percentages listed in the columns styled “1 st 

Year” and “2 nd & Subsequent Years” below, constitute that portion of 50% of Management Fee 

that is at risk of forfeiture. Thus, by means of example: for each month in the second year in 

which First Onsite’s electronic medical records system is not fully functional 95% of the time, 

First Onsite agrees to forfeit one-twelfth of the 8% of the 50% of the annual Management Fee at 

8

isk; thus, the amount forfeited in this example is $119.63 calculated as follows: ((($35,889 x 

50%) x 8%) x (1/12)) = $119.63. First Onsite shall deduct such amount(s) from the monthly 

invoice applicable to the last month of the contract quarter and from each monthly invoice 

thereafter until said amount is credited to the City by means of deduction from the invoices as 

described herein. If, at the end of the term of this Agreement, there are not sufficient invoices 

from which to deduct such amount(s), First Onsite agrees to pay the City such amount(s), in the 

form of a check, that First Onsite shall remit to the City no later than thirty (30) days subsequent 

to the end of the term of this Agreement. 

2 nd & Subsequent 

1 st Year Years 

a. Implementation 

3% 0% 1. EMR: First Onsite’s electronic medical records 

system (“EMR”) shall be fully functional upon opening of the Clinic. 

10% 0% 2. Implementation Date: 

First Onsite shall have the Clinic open for business, including being 

staffed with one physician, nurse practitioner or physician assistant, one 

nurse and one medical assistant, no later than ten (10) business days from 

delivery of the space to First Onsite. 

10% 10% 3. On Line Appointment Scheduling. 

First Onsite shall have its online appointment scheduling system 

operational and available for City employees no later than six (6) months 

from Opening Day. 

b. Administration 

2% 

time. 

4% 1. EMR: EMR will be fully functional 95% of the 

2% 4% 2. Reports: First Onsite shall provide the standard 

reports as indicated below by the fifteenth (15 th ) day of the month 

following the month to which the reports apply. 

- Monthly Stats Report 

- Top Fifteen Diagnosis 

- Medication Dispensing reports – all medicines to include quantity, 

unique patients, and medication cost. 

- Referral Report 

2% 4% 3. Complaints: First Onsite shall effectively 

address all complaints within 48 hours of such complaints. First Onsite 

shall notify the City of such complaints and resolution within 48 hours. 

5% 5% 4. Timely Appointments: 

9

Provided that First Onsite has not requested additional staffing by the City, 

Covered Persons shall not wait more than 30 minutes for an appointment 

that was properly scheduled 80% of the time. 

5% 5% 5. Scheduling of Appointments: 

Provided that First Onsite has not requested additional staffing by the City, 

Eligible Employees shall be able to schedule primary care appointments 

within ten (10) days. 

5% 10% 6. Staffing: 

The Physician, Nurse Practitioner or Physician’s Assistant shall be on site 

at the Clinic at least 98% of the time. 

c. Satisfaction. First Onsite shall provide a client satisfaction survey 

via the internet at least quarterly to patients of the clinic that have visited 

the clinic in the past quarter, including a means by which patient feedback 

may be provided anonymously. In the event that the results of the survey 

are not satisfactory for the categories of (i) Service; (ii) Staff; and (iii) 

Facility, Satisfactory shall mean that 80% of the scores shall be a rating of 

satisfactory or better. 

2% 2% 1. Service 

2% 2% 2. Staff 

2% 2% 3. Facility 

d. First Onsite will schedule and conduct quarterly review meetings 

(quarter is contract quarter, not calendar quarter) with the City which will 

include review of all facets of the Clinic’s operations, including, but not 

limited to the performance guarantees set forth herein and First Onsite’s 

provision of applicable reports. Quarterly review meetings shall be 

conducted by First Onsite on or before the 15 th day of the month following 

the end of the quarter to which the quarterly review meeting applies. 

e. First Onsite will participate in the City’s annual health fair. 

f. First Onsite will meet and participate with City staff and any 

designated advisory board up to four (4) meetings per year. 

2.2 First Onsite and the City shall periodically review the Performance Guarantees 

and determine whether the Performance Guarantees are still effective measures of First Onsite’s 

performance. First Onsite and the City agree, from time to time, as needed to replace the 

Performance Guarantees with mutually agreed upon guarantees to measure performance. 

10

SECTION 3. Covenants and Responsibilities of the City. 

3.1 Site; Delivery. The City agrees to provide space to First Onsite where First 

Onsite will operate the Clinic. Such space will satisfy the minimum square footage requirements 

set forth in Exhibit J attached hereto and will be delivered to First Onsite upon completion of all 

renovations deemed necessary by City (“Delivery Date”). 

3.2 Clinic Renovations. The City shall be responsible for, and bear all expense for 

renovations necessary or required to permit the Services to be provided at the Clinic (including 

any alterations required for patient safety, patient privacy and/or required by law). The City will 

also provide a voice telephone infrastructure and functionality and reimburse First Onsite for 

costs for hardware and software connectivity to enable First Onsite to use its portable electronic 

medical records. 

3.3 Utilities and Cleaning. The City shall provide heat, air-conditioning, electricity, 

water and sewer utilities, telephone access, and internet access to the Clinic sufficient for 

providing the Services. The City shall provide general cleaning services for the Clinic. First 

Onsite shall be responsible for overseeing functionality of utilities and cleaning and shall notify 

the City’s Project Representative of any items not satisfactorily functioning for Clinic operation. 

3.4 Zoning, Consents, Etc. Any required zoning changes or other approvals or 

consents for the Clinic site other than licensing, approvals or consents relating to the provision 

of clinical services at the Clinic shall be obtained by the City at the City’s expense. 

3.5 Covered Persons. The City shall provide access to the Clinic only to Covered 

Persons as defined above, unless otherwise agreed to by the parties. The City will make its best 

efforts to ensure that Covered Persons are aware of the availability of First Onsite’s Services. 

Prior to the first (1 st ) of each month, the City shall provide First Onsite a listing of all “Covered 

Persons” in mutually agreed upon file format. The City shall identify Prospective Employees on 

an ongoing, as needed basis. 

3.6 Project Representative. The City hereby designates Patricia Brosamer, Benefits 

Manager, as the City’s project representative (“City’s Project Representative”) to represent 

the City in all of its dealings with First Onsite relating to the operation and management of the 

Clinic. 

SECTION 4. Term and Termination. 

4.1 Term. This Agreement shall commence on the date executed by the later of the 

City and First Onsite (“Effective Date”) and shall continue for a term of three (3) years. Unless 

terminated as provided for herein, the City shall have the right to renew the Agreement for a 

maximum of two (2) consecutive one (1) year terms prior to the expiration of each term of the 

Agreement. 

4.2 Termination. Notwithstanding anything herein to the contrary, this Agreement 

may be terminated at any time as follows: 

11

in writing; or 

a. Whenever the City and First Onsite shall mutually agree to the termination 

b. Except as provided elsewhere in this Agreement, with cause by either party 

upon the default by the other party of any term, covenant or condition of this Agreement, where 

such default continues for a period of ten (10) business days after the defaulting party receives 

written notice thereof from the other party specifying the existence of such default; or 

c. At any time and without liability and for any or no reason, or for its 

convenience, by the City upon at least ninety (90) days prior written notice to First Onsite; or 

d. After one (1) year from the Opening Date, by First Onsite upon at least one 

hundred eighty (180) days prior written notice to the City; or 

e. Upon the filing of voluntary or involuntary bankruptcy by either the City or 

First Onsite; or 

f. Upon First Onsite’s loss of license, accreditation or certification. 

4.3 Effect of Termination. The City agrees to reimburse First Onsite for any Services 

satisfactorily provided as of the date of termination, even if payment is not due until after 

termination. 

4.4 Non-Competition. In the event of termination of this Agreement by the City, for 

a period of one (1) year after termination, the City shall not use the onsite professional 

healthcare services of any Medical Professional provided by First Onsite to the City during the 

Term without First Onsite’s prior written consent. 

SECTION 5. Management Fee and Reimbursable Expenses. 

5.1 Management Fee. In consideration of the satisfactory performance of the 

Services by First Onsite, and the performance of all of its other duties and obligations as set 

forth in this Agreement, the City shall pay First Onsite an annual management fee equal to the 

lesser of (a) One Hundred Thirty One Thousand Forty Dollars ($131,040.00) or (b) twenty 

percent (20%) of the salary, wages and benefits for the Personnel (“Management Fee”). In the 

event additional personnel are approved by the City for the Clinic and the total cost of the 

salary, wages and benefits for the Personnel exceed $655,200.00, the calculation of the 

Management Fee shall be adjusted accordingly. The obligation to pay the Fee shall commence 

upon the Delivery Date and shall be prorated for partial months. The City shall have no 

obligation to pay any fees to First Onsite for any period of time prior to the Delivery Date. 

Notwithstanding the foregoing, the Management Fee shall not apply to any severances payable 

to Personnel or travel or training expenses for Personnel. Except for the Reimbursable Expenses 

set forth below, the Management Fee set forth herein shall be the sole compensation paid to 

First Onsite in connection with the delivery of the Services. 

5.2 Reimbursable Expenses. The City shall reimburse First Onsite for 

a. salary, wages and Benefits for Personnel; 

12

Exhibit K 

b. Start Up Costs; 

c. the pass through expenses identified in the summary attached hereto as 

(collectively, the “Reimbursable Expenses”). No other expense shall be passed through to the 

City without the City’s prior written consent. 

5.3 Best Obtainable Prices. In purchasing and replenishing the Equipment and 

Supplies, First Onsite shall use reasonable efforts to find the best obtainable prices. The City’s 

obligation to reimburse First Onsite shall be “at cost” and less any applicable discounts, rebates 

and other savings passed on to First Onsite by suppliers and without any additional mark up or 

overhead charge. 

5.4 Invoices. On the fifteenth (15 th ) of each calendar month commencing after the 

Delivery Date, First Onsite shall submit to the City an invoice for (a) the Management Fee, and 

(b) reimbursement of the prior month’s expenditures for the Reimbursable Expenses. Invoices 

must identify the PO number and shall be submitted to the City’s Project Representative. 

Invoices for salary, wages and benefits shall show the actual hours worked, person performing 

services, hourly rate, and dates(s) of service. Invoices for Reimbursable Expenses shall 

include an itemized breakdown of each expense and the cost and any back up documentation 

reasonably requested by the City. 

5.5 Payment of Fees and reimbursements for Start Up Costs and purchases of 

Equipment and Supplies will be made in accordance with the Local Government Prompt 

Payment Act, Section 218.70, et al., Florida Statutes, as amended, which provides prompt 

payment, interest payments, a dispute resolution process and payments for all purchases be 

made in a timely manner for properly executed invoices by local governmental entities. 

5.6 No payment made under this Agreement shall be conclusive evidence of the 

performance of this Agreement by First Onsite, either wholly or in part, and no payment shall 

be construed to be an acceptance of or to relieve First Onsite of liability for the defective, 

faulty or incomplete rendition of the Services. 

SECTION 6. Records. 

6.1 Medical Records. First Onsite shall maintain medical records for each Covered 

Person who receives services performed by First Onsite at the Clinic in a professional manner 

consistent with the accepted practice of the community in which the Physician provides the 

Services. Such medical records shall be the property of First Onsite. First Onsite shall be 

solely responsible for the storage, maintenance and confidentiality of such records in 

accordance with the provisions of Section 11.2 below. First Onsite shall be responsible for 

fulfilling all requirements imposed by state, local and federal law with respect to the 

preparation, maintenance, security, disclosures, and retention of medical records. First Onsite 

agrees to keep and maintain any medical records for the longer of twelve (12) years or as required 

by Florida law. Upon expiration or earlier termination of this Agreement, First Onsite agrees, 

with proper consent, to provide an electronic medical record to a successor on-site clinic vendor 

or doctor. At City’s election and in accordance with applicable federal and state law, First 

13

Onsite shall deliver the electronic medical records to a designee of the City to maintain the 

records in accordance with Florida law. 

6.2 Employment Records. All other records and documents, including but not 

limited to those records that constitute employment records of Covered Persons, created as a 

result of First Onsite’s performance under this Agreement shall at all times be considered the 

property of the City. The City will maintain its records in accordance with the provisions of 

Section 11.2 below. Both during and after the term of this Agreement, First Onsite or its 

designees shall be permitted to inspect or duplicate any pertinent chart or record to the extent 

necessary to meet professional responsibilities to a Covered Person and/or to assist in the 

defense of any professional liability or similar claim; provided, however, that such inspection 

and duplication shall be permitted and conducted in accordance with applicable legal 

requirements. 

SECTION 7. Reporting and Right to Audit. 

7.1 Right to Audit. The City shall have the right to perform a full operational and 

financial audit of First Onsite at least once a year during the term of the Agreement and at any 

time within the twelve (12) months following the termination of the Agreement. Any such audit 

shall not be limited temporally and/or in scope, except as determined by the City. Audits may 

be conducted by the City or by an auditor/consultant of the City’s choosing. Should shortfalls 

be identified, First Onsite shall develop and implement any necessary corrective plan(s), which 

shall be approved by the City prior to implementation of the corrective plan(s), and the City 

shall have the right to re-audit the plan as needed to ensure proper quality of Services and 

performance of duties by First Onsite. First Onsite shall provide all resources requested by the 

City, including resources and information from third-parties (including but not limited to 

contracts with hospitals and other providers), and First Onsite shall cooperate in all respects in 

connection with the performance of the audit and shall initiate any needed corrective actions, all 

without additional charges to the City. This paragraph shall survive the termination or cessation 

of this Agreement. Failure by First Onsite to permit such audit shall be grounds for termination 

of this Agreement by the City. 

7.2 Reporting Requirements. First Onsite shall provide the reports detailed on 

Exhibit L in accordance with the frequency described therein. All reports shall be submitted to 

the City’s Project Representative. All reports due monthly shall be due on the fifteen of the 

month; all reports due quarterly shall be due on the fifteenth day of the first month following the 

quarter; all reports due annually shall be due by March 15 th . No additional fees shall be charged 

to the City by First Onsite for the provision of these reports, data or information. 

7.3 Application of Law to Audit and Reporting Requirements. Notwithstanding the 

preceding Section 7.1 and 7.2 and as more particularly set forth in Section 11 below, nothing in 

this Agreement nor in the City’s policies shall require First Onsite to violate any federal or state 

law or regulation regarding the confidentiality of such medical information. The City shall 

ensure that it and any third party conducting an audit shall be duly authorized by Covered 

Persons to obtain and review the records. 

14

SECTION 8. Indemnification. 

First Onsite agrees to indemnify, defend, save and hold harmless City, its officers, agents and 

employees, from any claim, demand, suit, loss, cost or expense for any damages that may be 

asserted, claimed or recovered against or from City, its officials, agents, or employees by reason 

of any damage to property or personal injury, including death and which damage, injury or death 

arises out of or is incidental to or in any way connected with First Onsite’s performance of the 

Services or caused by or arising out of (a) any act, omission, default or negligence of First Onsite 

in the provision of the Services under this Agreement; (b) property damage or personal injury, 

which damage, injury or death arises out of or is incidental to or in any way connected with First 

Onsite’s execution of Services under this Agreement; or (c) the violation of federal, state, county 

or municipal laws, ordinances or regulations by First Onsite. This indemnification includes, but 

is not limited to, the performance of this Agreement by First Onsite or any act or omission of 

First Onsite, its Personnel, agents, servants, contractors, patrons, guests or invitees and includes 

any costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claims or 

the investigation thereof. First Onsite agrees to pay all claims and losses and shall defend all 

suits, in the name of City, its employees, and officers, including but not limited to appellate 

proceedings, and shall pay all costs, judgments and attorneys’ fees which may issue thereon. 

City reserves the right to select its own legal counsel to conduct any defense in any such 

proceeding and all costs and fees associated therewith shall be the responsibility of First Onsite 

under this indemnification provision. To the extent considered necessary by City, any sums due 

First Onsite under this Agreement may be retained by City until all of City’s claims for 

indemnification have been resolved, and any amount withheld shall not be subject to the 

payment of interest by City. This indemnification agreement is separate and apart from, and in 

no way limited by, any insurance provided pursuant to this Agreement or otherwise. This 

paragraph shall not be construed to require First Onsite to indemnify City for its own negligence, 

or intentional acts of City, its agents or employees. This clause shall survive the expiration or 

termination of this Agreement. 

SECTION 9. Insurance. First Onsite shall maintain and shall require all subcontractors to 

maintain the following insurance coverage during the term of this Agreement. 

9.1 Carriers. First Onsite and all subcontractors shall have insurance placed with 

insurance carriers that are acceptable to the City. First Onsite and all subcontractors shall 

maintain this insurance at all times during performance of this Agreement. In addition, if 

insurance is written on a “claims made” basis, such insurance shall be maintained by First Onsite 

and all subcontractors for a minimum period of five (5) years after the expiration or earlier 

termination of this Agreement. First Onsite and all subcontractors may elect to extend the 

discovery period under the existing policy (or policies) for not less than five (5) years. 

9.2 Terms of Policies. First Onsite and all subcontractors shall have the City named 

as an additional insured under its Commercial General Liability, Business Auto and Commercial 

Umbrella Liability insurance policies listed below. The coverage will be provided on a primary 

non-contributing basis and the limits will be exhausted before any other insurance is to apply. 

9.3 Subcontractors. First Onsite shall require all subcontractors to the extent such are 

permitted, to furnish insurance listed below and such insurance shall be in accordance with all 

15

equirements of this section. Each insurance policy required by this section shall contain a 

waiver of the right of subrogation, as well as the right of set off and any right of deduction, by 

the respective underwriter(s) of such policy, and shall be endorsed to provide for severability of 

interest, cross liability or cross suit protection, so that each insured is treated separately under the 

policy. The waiver of the right of subrogation, setoff and deduction shall also extend to parent 

companies, subsidiaries and affiliates of the City and the officials, directors, agent, and 

employees of such entities. These provisions shall survive the expiration, termination or 

cancellation of this Agreement. 

9.4 Workers’ Compensation and Employer’s Liability Insurance. First Onsite and all 

subcontractors shall maintain Workers’ Compensation with statutory limits and Employer’s 

Liability Insurance with $1,000,000 limits in the state in which the services are to be performed. 

a. A Firm or subcontractor that is a legally permitted and qualified 

self-insurer in the state in which services are to be performed, may 

furnish proof that it is such a self-insurer in lieu of submitting 

proof of insurance. 

b. First Onsite shall determine if the work to be performed under this 

Agreement requires coverage by any Federal Compensation 

statutes including, but not limited to, the Longshoremen’s and 

Harbor Workers’ Compensation Act or Jones Act and provide such 

coverage. 

c. The Commercial Umbrella and/or Employer’s Liability insurance 

against claims for bodily injury and death, affording minimum 

single limit protection of One Million Dollars ($1,000,000) 

resulting from one occurrence. 

9.5 Commercial General Liability and Commercial Umbrella Liability Insurance. 

Commercial General Liability, Business Auto and Commercial Umbrella Liability Insurance. 

Commercial general liability insurance, business auto insurance and commercial umbrella 

liability insurance affording minimum single limits coverage of not less than Two Million 

Dollars ($2,000,000) each occurrence, and Five Million Dollars ($5,000,000) in the aggregate. 

Such insurance policies must include, at a minimum, coverage for contractual liability, personal 

injury, death, broad form property damage, damage to rented premises, premises/operations, 

independent contractors, products and completed operations along with broad form named 

insured provision and coverage for owned, hired and non-owned automobiles. 

9.6 Professional Liability Insurance. Professional liability insurance (including 

technology errors, omissions, and medical malpractice) with a limit of not less than Ten Million 

Dollars ($10,000,000) each occurrence and in the aggregate covering First Onsite and all 

Personnel. This is to provide coverage for claims arising out of the performance of the Services 

under this Agreement and caused by an error, omission or negligent act for which First Onsite or 

any subcontractors are held liable. First Onsite and all subcontractors shall maintain this 

insurance for a minimum period of five (5) years after the expiration or earlier termination of the 

Agreement. 

16

9.7 Certificates of Insurance. First Onsite or any subcontractor will not be permitted 

to bring its employees, materials or equipment on the site until the City receives from First 

Onsite, and any subcontractors, certificates of insurance acceptable to the City in its sole 

discretion. Such certificates shall state that the insurance carrier has issued the policies 

providing for the insurance specified herein, that such policies are in force, that the City is an 

additional insured under the Commercial General Liability, Business Auto and Commercial 

Umbrella Liability policies, that the Commercial General Liability policy contains contractual 

liability coverage, that all policies contain a waiver of the right of subrogation in favor of the 

City and that all policies are endorsed to provide that the insurance carrier will give the City 

thirty (30) days prior written notice of any material change in, or cancellation of, such policies. 

If such insurance policies are subject to any exceptions to the terms specified herein, such 

exceptions shall be explained in full in such certificates. The City may, at its discretion, require 

First Onsite, or any subcontractor, to obtain insurance policies that are not subject to any 

exceptions. First Onsite and all subcontractors shall provide the City with current certificates of 

insurance during the term of this Agreement. 

9.8 Failure to maintain the insurance coverage provided herein throughout the Term 

of this Agreement shall constitute a material breach of the Agreement. 

SECTION 10. Use of Name. 

First Onsite and the City shall allow the other party to review in advance any press release 

pertaining to the Agreement. No press releases shall be issued by either party without the prior 

written consent of the reviewing party and such consent shall not be unreasonably withheld. 

SECTION 11. Records. 

11.1 Public Records Act. It is understood by the parties that the City is subject to the 

provisions of the Florida Public Records Act, Section 119.011 et seq, Florida Statutes, and that 

absent any exemptions or provisions for confidentiality contained in state or federal statutes, 

generated records may be open to the public for inspection and copying. First Onsite shall assist 

the City in responding to any public records requests. 

11.2 Covered Person Records. First Onsite and the City agree that they will adopt 

such policies and procedures, execute such written amendments to this Agreement or enter into 

such other agreement(s) as may be required to make their activities under the Agreement 

compliant with the Federal Health Information Technology for Economic and Clinical Health 

Act of 2009 (“HITECH Act”), the Administrative Simplification Provisions of the Health 

Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C.A. 1320d-8 

(“HIPAA”), and any current and future regulations promulgated under either the HITECH Act or 

HIPAA, including without limitation the federal privacy standards contained in 45 C.F.R. Parts 

160 and 164 and the federal security standards contained in 45 C.F.R. Parts 160, 162 and 164 as 

amended, and other applicable local, state and federal privacy laws. In furtherance of this 

agreement, First Onsite and the City will execute the “Business Associate Agreement”. First 

Onsite shall take steps to safeguard the confidentiality and privacy of member/participant 

identifiable information and to prevent unauthorized disclosure of the same by its employees and 

agents. The City acknowledges that in receiving or otherwise dealing with any records or 

17

information about Covered Persons receiving treatment for alcohol or drug abuse, First Onsite 

may be bound by the provisions of the federal regulations governing Confidentiality of Alcohol 

and Drug Abuse Patient Records (42 C.F.R. Part 2, as amended from time to time), as well as 

any state laws that govern HIV/AIDS and mental health treatment. First Onsite, at the City’s 

expense, will resist in judicial proceedings any effort to obtain access to such records or 

information relating to the Clinical Services except such access as is expressly permitted by the 

aforementioned federal regulations and/or State law and will notify the City of any such judicial 

proceedings. 

The parties acknowledge that certain records and documents created or maintained by First 

Onsite may constitute employment records not subject to HIPAA and others may include 

protected health information (“PHI”) as that term is defined by HIPAA. The parties shall 

collaboratively develop policies and procedures to segregate PHI subject to HIPAA and other 

state and federal privacy laws from employment records and to ensure the parties preserve the 

privacy and confidentiality of PHI in accordance with HIPAA and other applicable state and 

federal laws. The City will ensure that First Onsite is provided with appropriate authorization 

from Covered Persons to disclose employment information and PHI to the City regarding 

Covered Persons. 

The obligations created by this section shall remain in effect indefinitely, and shall survive the 

termination or cessation of this Agreement. 

11.3 Confidential and Proprietary Information. First Onsite and City agree that all 

materials containing confidential and proprietary information developed in whole or in part or 

produced by either party shall not be disclosed to any third party without the written consent of 

the other party, except as necessary to implement the terms of this Agreement and only on a need 

to know basis, unless disclosure is required by the Florida Public Records Act. 

SECTION 12. General Provisions. 

12.1 Upon adoption of any state or federal legislation or upon the issuance of a 

determination by a governmental entity, a Medicare carrier or intermediary, or an independent 

third party absolutely acceptable to each party that the arrangement evidenced by this Agreement 

violated any Federal or State law, rule, or regulation, including fraud and abuse issues, this 

Agreement shall terminate within sixty (60) days thereafter or sooner if such determination so 

advises; provided however, that in the event that such a determination is issued, the City may 

elect to continue this Agreement by reorganizing its internal structure or its agreements so that 

such are in accordance with the law, rule, or regulation in question. In such event, within sixty 

(60) days of the issuance of such determination, the City shall deliver notice to First Onsite of its 

intentions to continue this Agreement as provided herein. In such case, the terms and conditions 

of this Agreement shall remain in full force and effect. 

12.2 Notices. All notices, offers, requests, demands and other communications 

pursuant to this Agreement shall be given in writing by personal delivery, by prepaid first class 

registered or certified mail properly addressed with appropriate postage paid thereon, telegram, 

telex, telecopier, facsimile transmission, and shall be deemed to be duly given and received on 

the date of delivery if delivered personally, on the second day after the deposit in the United 

18

States Mail if mailed, upon acknowledgment of receipt of electronic transmission if sent by 

telecopier or facsimile transmission, or on the first day after delivery to the telegraph office if 

given by prepaid telegraph. Notices shall be sent to the parties at the following addresses: 

If to First Onsite: 

Brian Jones, Vice President 

3322 West End Ave, Suite 400 

Nashville, TN 37203 

Facsimile No.: (866) 666-6082 

If to the City: 

City Administrator 

City of West Palm Beach 

401 Clematis Street, 2 nd Floor 

West Palm Beach, FL 33401 

Facsimile No.: (561) 822-1424 

With a Copy to: 

City Attorney 


401 Clematis Street, 5 th Floor 

West Palm Beach, FL 33401 

Facsimile No.: (561) 822-1373 

Or to such other address as any party may have furnished to the others in writing in accordance 

herewith, except that notices of change of address shall only be effective upon receipt. 

12.3 Independent Contractor. It is understood and agreed that First Onsite in 

performing all Services hereunder, shall be an independent contractor and shall be responsible 

for accomplishing the results contracted for under this Agreement. Neither party shall in any 

way represent that it is an employer, employee, agent, partner or legal representative of the other 

party. As an independent contractor, First Onsite is not authorized to make any contract, 

agreement, warranty, or representation on behalf of the City. 

12.4 Waiver. No covenant or condition of this Agreement can be waived except by the 

written consent of First Onsite and the City. Forbearance or indulgence by either party in any 

regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by 

the party which the same may apply and, until complete performance by the other party of said 

covenant or condition, either party shall be entitled to invoke any remedy available to it under 

this Agreement or by law or in equity despite said forbearance or indulgence. 

12.5 Non-Assignability. This Agreement may not be assigned by either party without 

the express prior written consent of the other party which may be given or withheld by the other 

party in its sole discretion. 

19

12.6 Governing Law. The laws of the State of Florida shall govern this Agreement 

without giving effect to the conflict of laws provisions thereof. 

12.7. Venue. Any claim or dispute between First Onsite and the City, if not settled by 

informal negotiations, shall be settled by litigation in a court of competent jurisdiction located in 

Palm Beach County, Florida. The City and First Onsite submit to the jurisdiction of Florida 

courts and federal courts located in Florida. The parties agree that proper venue for any suit 

concerning this Agreement shall be Palm Beach County, Florida, or the Federal Southern District 

of Florida. First Onsite agrees to waive all defenses to any suit filed in Florida based upon 

improper venue or forum nonconveniens. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION 

OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY 

LITIGATION RELATED TO THIS AGREEMENT. 

12.8 Severability.The provisions of the Agreement shall be severable, and if any 

clause, sentence, paragraph, provision or other part hereof shall be adjudged by any court of 

competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the 

remainder hereof, which remainder shall continue in full force and effect. 

12.9 Entire Agreement. It is understood that the foregoing represents the entire 

agreement between the parties hereto. This Agreement supersedes all prior contracts and 

understandings between the parties with respect to the subject hereof. No amendment to or 

modification of this Agreement shall have any effect unless agreed upon in writing by the 

authorized representatives of each party. The Mayor shall have the authority to execute 

amendments to this Agreement for changes relating to the operation of the Clinic such as staffing 

levels, performance guarantees and hours of operation. 

12.10 Gender; Number. Whenever the context of this Agreement requires, the masculine 

gender shall include the feminine or neuter, and the singular number shall include the plural. 

12.11 Third-Party Beneficiary. First Onsite and the City acknowledge that nothing 

contained herein is intended to nor shall it cause any person, including any individual partner of 

First Onsite, or entity to become a third-party beneficiary of any of the provisions or obligations 

of this Agreement. 

12.12 Corporate Authorization. Each individual executing this Agreement on behalf of a 

corporation or company represents and warrants that he or she is duly authorized to execute and 

deliver this Agreement on behalf of said corporation; that this Agreement is binding on said 

corporation or company in accordance with its terms; and that this Agreement is not in violation 

of or inconsistent or contrary to provisions of any other agreement which such corporation or 

company is a party. 

12.13 Section and Other Headings. The article and other headings contained in this 

Agreement are for reference purposes only and shall not affect in any way the meaning or 

interpretation of this Agreement. 

12.14 Counterparts. This Agreement may be executed in one or more counterparts, all of 

which together shall constitute only one Agreement. 

20

12.15 No Discrimination in Employment. First Onsite shall not discriminate against any 

employee or applicant for employment to be employed in the performance of this Agreement, 

with respect to his hire, tenure, terms, conditions or privileges of employment, or any matter 

directly or indirectly related to employment, or in the provision of Services under this 

Agreement, because of race, religion, color, sex, disability, national origin, ancestry, age, 

disability, familial status, marital status, sexual orientation, gender identity or expression, or any 

other factor which cannot be lawfully used as a basis for service delivery or employment. 

12.16 Representations and Warranties. 

a. First Onsite represents and warrants that it and its representatives 

providing services hereunder: (i) are not currently excluded, debarred, or otherwise ineligible to 

participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f) (the 

“Federal health care programs”); (ii) are not convicted of a criminal offense related to the 

provision of health care items or services but have not yet been excluded, debarred or otherwise 

declared ineligible to participate in the Federal health care programs, and (iii) are not under 

investigation or otherwise aware of any circumstances which may result in the party or any of its 

representatives being excluded from participation in the Federal health care programs. This will 

be an ongoing representation and warranty during the term of this Agreement and First Onsite 

will immediately notify the City of any change in status of the representation and warranty set 

forth in this section. Any breach of this Section will give the City the right to immediately 

terminate this Agreement for cause. 

b. First Onsite represents that it is duly licensed to perform the Services 

under this Agreement and that it will continue to maintain all licenses and approvals required to 

conduct its business. 

c. First Onsite warrants that it has not employed or retained any company or 

person, other than a bona fide employee working solely for First Onsite, to solicit or secure this 

Agreement and that it has not paid or agreed to pay any person, company, corporation, 

individual, or firm, other than a bona fide employee working solely for First Onsite, any fee, 

commission, percentage, gift, or any other consideration contingent upon or resulting from the 

award or making of this Agreement. In the event of a breach or violation of this provision by 

First Onsite, the City shall have the right to terminate the Agreement without liability and, at its 

discretion, to deduct from the fee, or otherwise recover, the full amount of such fee, commission, 

percentage, gift, or consideration. 

d. First Onsite represents that the execution of this Agreement will not 

violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that First 

Onsite and its subcontractors, if any, under this Agreement have not been placed on the 

convicted vendor list maintained by the State of Florida Department of Management Services 

within 36 months from the date of submitting a proposal for this Agreement or entering into this 

Agreement. Violation of this section may result in termination of this Agreement and recovery 

of all monies paid hereto, and may result in debarment from City’s competitive procurement 

activities. 

21

12.17 No Conflicts. 

a. First Onsite represents that it presently has no interest and shall acquire no 

interest, either direct or indirect, which would conflict in any manner with its performance under 

this Agreement. First Onsite further represents that no person having any interest shall be 

employed or engaged by it for said Services. 

b. First Onsite, its officers, personnel, subsidiaries and subcontractors shall 

not have or hold any continuing or frequently recurring employment, contractual relationship 

business association or other circumstance, which may influence or appear to influence First 

Onsite’s exercise of judgment or quality of the Services being provided under this Agreement. 

First Onsite, its officers, personnel, subsidiaries and subcontractors shall not perform services for 

any third party that would in any way be in conflict with the Services to be provided to the City 

under this Agreement. 

c. First Onsite shall promptly notify the City in writing by certified mail of 

all potential conflicts of interest or any event described in this Section. Said notification shall 

identify the prospective business interest or circumstance and the nature of work that First Onsite 

intends to undertake and shall request the opinion of the City as to whether such association, 

interest or circumstance would, in the opinion of the City, constitute a conflict of interest if 

entered into by First Onsite. The City agrees to notify First Onsite by certified mail of its 

opinion within thirty (30) calendar days of receipt of the said notification and request for 

opinion. If, in the opinion of the City, the prospective business association, interest or 

circumstance would not constitute a conflict of interest by First Onsite, the City shall so state in 

its opinion and First Onsite may, at its option, enter into said association, interest or circumstance 

and it shall be deemed not in conflict of interest with respect to services provided to the City by 

First Onsite under this Agreement. 

d. In the event First Onsite is permitted to utilize subcontractors to perform 

any services required by this Agreement. First Onsite agrees to prohibit such subcontractors, by 

written contract, from having any conflicts as within the meaning of this section. 

12.18 Taxes. First Onsite understands that in performing the Services for the City, First 

Onsite is not exempt from paying sales tax to First Onsite’s suppliers for materials required for 

First Onsite to perform under this Agreement. First Onsite shall not be authorized to use the 

City’s tax exemption number for purchasing supplies or materials. 

12.19 Availability of Funds. This Agreement is expressly conditioned upon the 

availability of funds lawfully appropriated and available for the purposes set out herein as 

determined in the sole discretion of the City. In the event funds to finance this Agreement 

become unavailable, the City may terminate this Agreement upon no less than twenty-four (24) 

hours notice to First Onsite. The City shall be the sole and final authority as to the availability of 

funds. 

12.20 Force Majeure. Any deadline provided for in this Agreement may be extended, as 

provided herein, if the deadline is not met because of one of the following conditions occurring 

with respect to that particular project or parcel: fire, strike, explosion, power blackout, 

22

earthquake, volcanic action, flood, war, civil disturbances, terrorist acts, hurricanes and acts of 

God. When one of the foregoing conditions interferes with contract performance, then the party 

affected may be excused from performance on a day-for-day basis to the extent such party’s 

obligations relate to the performance so interfered with; provided, the party so affected shall use 

reasonable efforts to remedy or remove such causes of non-performance. The party so affected 

shall not be entitled to any additional compensation by reason of any day-for-day extension 

hereunder. 

12.21 Controlling Provisions. Except as otherwise specifically provided herein, in the 

event of any conflict between the specific provisions of this Agreement and the requirements or 

provisions of the ITN and/or Proposal, the provisions shall be given precedence in the following 

order: (1) this Agreement, (2) the ITN; and (3) the Proposal. Wherever possible, the provisions 

of the documents shall be construed in such manner as to avoid conflicts between provisions of 

the various documents. 

23

IN WITNESS WHEREOF the parties hereto have caused the Agreement to be executed 

by their duly authorized representatives as of the day and year first above written. 

Attest: 

City Clerk 

24 


By: 

Lois J. Frankel, Mayor 

Office of the City Attorney 

Approved as to form 

And legal sufficiency 

By: 

Date: 

WITNESS: H2U WELLNESS CENTERS, LLC 

___________________________ By: 

Name: 

Its:

Exhibit A Scope of Clinical Services 

Exhibit B Scope of Management Services 

Exhibit C Programs 

Exhibit D Inventory 

Exhibit E Salary, Wages and Benefit Cap 

Exhibit F Physician’s Agreement 

Exhibit G Travel Expense Policy 

Exhibit H Credentialing Process 

Exhibit I Operating Hours Schedule 

Exhibit J Minimum Square Footage 

Exhibit K Pass Through Expenses 

Exhibit J Reporting Requirements 

EXHIBIT LIST 

25

EXHIBIT A 

SCOPE OF CLINICAL SERVICES 

PRIMARY, OCCUPATIONAL HEALTH AND URGENT CARE 

The Clinical Services to be performed by the Medical Professionals at the Clinic are to be 

determined by the Medical Professionals but generally shall include those services normally 

provided in a primary medical care facility as permitted by the licensure of the Medical 

Professionals, and by the equipment and physical restrictions of the Clinic, and at a minimum 

shall include the following services: 

� Chronic illness evaluation, treatment and management (i.e., diabetes, high cholesterol, 

hypertension, asthma, obesity) 

� Acute Conditions (i.e., sore throats, ears ache, head ache, cough, sinus, strains, sprains, 

musculoskeletal problems, acute urinary complaints). 

� Primary Care, health risk assessments, preventative and disease management strategies 

including one-on-one health education counseling to high risk employees 

� Phone support (1-800 Ask-a-Nurse service) 

� Reasonable accommodations determinations – consult with Director of Human Resources 

and the City’s Risk Manager with regard to reasonable accommodations for employees 

with medical conditions that have altered their ability to perform an essential job task. 

� Occupational Conditions 

o On the Job Injuries/Work-related injuries or illnesses 

o Minor surgical procedures, within the scope of the Medical Professional, such as 

sutures for laceration treatment, etc. 

o Pre-employment and routine physicals 

o Pre-employment drug testing 

Medications 

Class examples include, but are not limited to the following: 

o Anti-infective 

o Antihypertensive 

o Anti-hyperlipidemics 

o Antidepressants 

o Anti-diabetics 

o Antihistamines 

o Acid-reflux medications 

o Antibiotics 

o Hypertensive & cardiac medications 

o Anti-lipids 

o Pulmonary 

o Gastro Intestinal 

o Psychiatric 

o Vaccinations 

26

Medical Surveillance 

� Hearing - Administration and performance of audiometric exam, STS review, work 

relationship determination and report/documentation, including employee notification 

letters. 

� Respiratory - Administer all medical elements of respiratory protection program 

including spirometry testing/Pulmonary Functional Testing (PFT) for employees required 

to wear a respirator. 

� Mobile Equipment Exams - Conduct medical history review, vision testing, and 

medical exam for employees required to operate mobile equipment; fork truck physicals 

� Drug Screen/Alcohol - Collect pre-employment samples; urine for random and 

reasonable suspicion; breathalyzer for alcohol in compliance with collective bargaining 

agreements and City policy. Administer random selection program and post rehabilitation 

random testing. Provide Medical Review Officer and reporting services. 

Exams 

� Pre Employment - Coordinating/conducting physicals, drug screening, medical history, 

audiometric testing, biometrics, etc. 

� Fitness for Duty - Conduct fitness for duty exams for both work related cases and for 

employees returning from personal medical leave. 

� Department of Transportation/Commercial Drivers License exams 

� City Exams 

Labs 

� Onsite collection of specimens and blood draws 

� Manage lab provider arrangement to include logistics for specimen pick up, 

� Reporting of results to medical providers 

� System integration of lab data within medical records system 

Governmental Regulations and Compliance 

Ensure compliance with all applicable medical and government regulations for CLIA, OSHA, 

DOT, and Bloodborne Pathogen training. 

Long Term Prevention Programs Available 

First Onsite will work closely with the City for the purpose of financial review, reporting, as well 

as to identify major cost drivers. First Onsite will make recommendations and develop strategies 

for the City to mitigate such costs. Some of these services are listed below. 

� Health Risk Assessment for all City employees with comprehensive lab analysis, (lab 

analysis is not included in H2U membership) will help to proactively identify patient 

health risks 

27

� Aggregate data analysis from your employee population to develop the right programs for 

your Pharmaceutical Program Management 

� Aggregate clinical data analysis to determine wellness effectiveness on population health 

� Physician/Nurse “Reach Out” Program to communicate with people with the greatest 

health risks 

� Population Health Management programs targeted for the greatest impact (obesity, 

diabetes, high blood pressure, etc.) 

� Disease/Case Management – First Onsite’s providers will proactively promote disease 

case management 

� Self Care Education Tools 

� H2U Wellness membership program provided at no cost to Covered Persons. 

� Health Education Training 

� Physician Health Seminars 

� Population Promotions 

Performance Requirements: 

� First Onsite shall report the results of routine annual employee physicals required by the 

City and post-offer physicals within three (3) business days of the date of the initial 

patient visit. Results of Post-Offer Physicals must be e mailed to the Director of Human 

Resources or their designee. Results of routine employee annual physicals shall be e 

mailed to the City’s Risk Manager or designee. 

� First Onsite shall report the results of complex post-offer physicals and periodic physicals 

requiring MRI’s and/or Cardiac Stress Testing within five (5) business days of the date of 

the initial patient visit. 

� All physical examinations must be consistent with the guidelines of NFPA 1582: 

“Comprehensive Occupational Medical Program for Fire Departments” as well as 

existing OSHA/EPA requirements (comprehensive physical examinations are required 

for all Firefighters and Special Operations personnel annually). 

� First Onsite shall work with Fire Rescue Administration to develop a schedule for Fire 

Rescue physicals which will provide an orderly flow of employees to and from the Clinic 

with a minimum of interruption to Fire Rescue Operations. 

� Appointments for Fitness-for-Duty evaluations must be scheduled by First Onsite within 

48 hours. 

� First Onsite shall use its best efforts to timely respond to all City voicemails and e mails 

28

EXHIBIT B 

SCOPE OF MANAGEMENT SERVICES 

� Manage and supervise daily operation of the Clinic in accordance with all applicable 

local, state, and federal laws. 

� Obtain and maintain all necessary licenses, certifications, and accreditations for the 

operation of the Clinic. 

� Recruit, employ, and supervise all medical and non-medical staff necessary for the 

operation of the Clinic. 

� Provide appropriate physician supervision for nurse practitioners and other licensed staff. 

� Prepare reports of operations and activity required by the City or the state, local or federal 

regulatory agencies. 

� Maintain patient files as required by industry standards and applicable laws including an 

electronic medical record. 

� Purchase with the City’s approval and at the City’s expense equipment and supplies 

necessary for the operation of the Clinic. 

� Maintain, or arrange for the maintenance of all technical, mechanical or electronic 

equipment used in the operation of the Clinic. 

� Regularly assess and recommend cost-saving measures while maintaining high quality of 

care. 

� Participate in meetings with the City at the reasonable request of the City. 

� Provide Clinic newsletter and internet health portal services available through the 

optional H2U Wellness membership program. 

� Maintain practice management system and electronic medical record system. 

� Provide customer service line 

� Consult on Clinic layout and design 

� Setup Clinic 

� Online system for scheduling appointments according to Section 

� Provide Medical Supply and Equipment inventory management 

� Participate in the City’s annual health fair 

� Contract for disposal of biomedical waste 

29

EXHIBIT C 

PROGRAMS 

(attached hereto) 

30

EXHIBIT D 

INVENTORY 


31

EXHIBIT E 

SALARY, WAGES AND BUDGET CAP 

Physician not to exceed $160/hour 

Nurse Practitioner/Physician Assistant not to exceed $80.00/hour 

Nurse not to exceed $45.00/hour 

Medical Assistant not to exceed $30.00/hour 

32

EXHIBIT F 

PHYSICIAN’S AGREEMENT 


33

EXHIBIT G 

TRAVEL EXPENSE POLICY 


34

EXHIBIT H 

CREDENTIALING PROCESS 


35

1. Schedule: 

EXHIBIT I 

OPERATING HOURS SCHEDULE 

The schedule shall be mutually agreed up by the City and First Onsite. Initial hours of 

operation shall be: 

Monday 7:00 am – 4:00 pm 

Tuesday 10:00 am – 7:00 pm 

Wednesday 7:00 am – 12:00 pm 

Thursday 10:00 am – 7:00 pm 

Friday 7:00 am – 4:00 pm 

Saturday 8:00 am – 1:00 pm 

Sunday Closed 

2. Holidays: 

The Clinic shall be closed on the following holidays: New Years Day, Martin Luther King Day, 

Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday following 

Thanksgiving Day, Christmas Eve Day, Christmas Day. When a holiday falls on a Saturday, the 

observance of the holiday will be the previous Friday. When a holiday falls on a Sunday, the 

observance of the holiday will be the following Monday. 

36

EXHIBIT J 

MINIMUM SQUARE FOOTAGE REQUIREMENTS FOR THE CLINIC 

Reception (Admin. and Waiting) 270 sq ft 

Procedure Room 140 sq ft 

Exam Room 1 85 sq ft 

Exam Room 2 85 sq ft 

Office 1 260 sq ft 

Office 2 260 sq ft 

Radiology / X-ray 120 sq ft 

BAT/PFT (and circulation space) 130 sq ft 

Laboratory 60 sq ft 

Medication Dispensary 40 sq ft 

Drug Screening Restroom 50 sq ft 

Janitorial Closet 10 sq ft 

Audio Screening 50 sq ft 

Soiled Holdings 8 sq ft 

Clean Linen 8 sq ft 

Filing 100 sq ft 

Supply Storage 115 sq ft 

Staff Restroom 65 sq ft 

Telephone/Data Storage 65 sq ft 

________________________________________________ 

Total = 1,921 sq ft 

37

EXHIBIT K 

PASS THROUGH EXPENSES 

38

EXHIBIT L 

REPORTING REQUIREMENTS 


39

H2U Wellness Program 


January 18, 2011 

First Onsite offers its clients access to a robust and comprehensive wellness program called 

Health To You (H2U). H2U is a health promotion program that educates, assists and 

motivates individuals to engage in healthy behaviors. Our Personal Health Assessments and 

biometric screenings help identify risk factors and health issues in the [CLIENT NAME]’s 

population and is the basis of individualized care delivery plans. Combining wellness 

initiatives with the other health services provided at the clinic supports our patient-centered 

delivery model and helps our clinicians deliver more targeted and comprehensive care. 

We offer a full the following suite of capabilities through our Health to You (H2U) 

program. 

Health Profile & Follow-Up 

Features of H2U Health & Wellness Program 

� Health Risk Assessment (HRA) 

� Individual Wellness Profile 

� Employer Aggregate Health Report 

� Employer Executive Summary 

� Biometric Health Screenings* 

� On-line Wellness Coaching* 

� Customized messages to high risk employees* 

Online Tools & Content 

� Interactive Web Tools 

� H2U.com web portal with two million pages of health content 

� Health quizzes, calculators, and videos 

� E-Newsletter with personalized health messages, screening guidelines, and health reminders 

Employee Communications 

� Welcome package with membership card 

� Health Awareness Materials 

� Health2You magazine (mailed to homes 4 times a year) 

� Health2You newsletter (mailed to homes 8 times a year) 

� Employee Engagement Communications* 

� Posters, tent cards, FAQ’s, etc.* 

Additional Benefits 

� National discounts on pharmacy, medical alert, travel, hotels, and more 

*Optional services. Additional fees apply. 

Proprietary & Confidential 1

Assessing Health Risks 

Personal Health Assessment 



Our Personal Health Assessment (PHA) is a confidential and customized version of the 

Trale health risk questionnaire that captures a range of information about an employee’s 

health status. The PHA is the first step toward improving individual health awareness 

because knowing health risks encourages the adoption of healthy lifestyle choices and 

facilitates targeted support for those changes. 

The following risk factors are identified through the PHA: 

� Weight 

� Exercise 

� Nutrition 

� Stress 

� Smoking 

� Alcohol 

� Cancer 

� Heart Disease 

� Diabetes 

� Cholesterol 

� Blood Pressure 

In addition to identifying risk factors, the PHA assesses readiness to change for each risk 

factor. Available through a private and secure web link, the PHA takes approximately 15 

minutes to complete, is available in English and Spanish, and is written at a 6th grade 

reading level for easy comprehension. 

Using algorithms based on current health protocols, the member’s health is scored and a 

personalized report is provided that recommends actions to reduce risks and improve 

health. The PHA also provides the clinic’s practitioners and wellness coach with rich data 

that helps facilitate the delivery of targeted education and the development of care plans. In 

addition, the data captured through the PHA establishes a baseline for measurement and 

comparison year over year to track behavior change and health improvement on an 

individual and group basis. 


A copy of our PHA is provided in Appendix 2. 

Biometric Screening 



In addition to the subjective data collected from the PHAs, we encourage the City to also 

collect objective health information through biometric screenings. Through the screening 

process, we are able to collect the following data on each member: 

� Height, weight and BMI 

� Blood pressure 

� Cholesterol – HDL, LDL, total, and ratio 

� VLDL 

� Triglycerides 

� Glucose 

We can also screen for additional metrics at your request including iron, sodium, potassium, 

chloride, carbon dioxide, calcium, phosphorus, uric acid, total protein, albumin, globulin, 

A/G ratio, alkaline phosphastes, ALT, AST, bilirubin, LDH, GGT, hemoglobin A1C, TSH, 

PSA, Hepatitis B, and cotinin/nicotine. We can conduct finger stick or venipuncture draws 

depending on the metrics that the City would like to track and measure. Once the lab data 

is received by the clinic, the member’s personal health report will be updated with the 

screening results and the employee will be notified via email. 

First Onsite works with national screening vendor, eHealthScreenings (EHS), to facilitate the 

biometric screening events. EHS is a leading provider of comprehensive wellness screening 

services, specializing in the facilitation of on-site biometric data collection and transfer for 

third party administrators, wellness providers, Fortune 1000 companies and other 

businesses. EHS has a national network of several thousand lab locations, 250 affiliated 

office locations, and over 5,000 paramedical staff members. 

First Onsite can provide screening activities in the clinics as well as through deployed 

screening teams to multiple sites. EHS is highly experienced in conducting a variety of 

screening activities across multiple sites simultaneously. For example, we are just 

concluding a screening project that screened over 80,000 people in more than 260 locations 

and more than 560 screening sites. 




EHS will work with the City’s clinic to coordinate and staff biometric screening events, 

minimizing the impact on clinic staffing, allowing consistency in reporting, and ensuring 

the easy transmittal of data from EHS to the clinic. EHS will assume responsibility for the 

following event details: 

� Provide a guide to the clinic regarding their role in conducting the screening event; 

� Supply online appointment scheduling and customer service; 

� Supply and manage trained phlebotomists; 

� Determine member eligibility; 

� Collect lab specimens and biometric information (BP, height, weight) from employees at 

the event; and 

� Transmit electronic data to the clinic provide members with instructions for accessing 

lab tests results. 

Health Improvement Programs & Tools 

On-site Wellness Coaching 

First Onsite is proposing to staff the City’s clinic with a dedicated Wellness Coach to help 

facilitate the City’s wellness initiatives. The Wellness Coach will collaborate with the City’s 

WellAdvantage Manager to understand or help define the City’s wellness plan, and identify 

integration and coordination points, referral procedures, tracking mechanisms, and 

reporting. 

The First Onsite Wellness Coach will help you create a healthier workplace by: 

� Consulting face-to-face with individuals on setting and achieving health goals; 

� Providing medical referrals, health resources and other services to employees, 

based on their specific health risks; 

� Motivating members to actively engage in available wellness initiatives; 

� Educating members on specific topics through group seminars and lunch and 

learns; and 

� Coordinating health screenings, fitness classes and health challenges. 


Lifestyle Management Programs 



The City can also choose to implement our online Lifestyle Management Programs provided 

by HealthMedia® to support health improvement for your population with the following 

risks: 

� Weight Management 

� Smoking Cessation 

� Stress Management 

� Nutrition - making healthy eating decisions 

� Physical Activity 

� Self-management skills around chronic conditions 

� Care for Your Back (prevention and management of low back pain) 

� Diabetes Management 

� Pain Prevention and Management 

� Overcoming Depression 

� Overcoming Insomnia 

� Overcoming Binge Eating 

� Control Blood Pressure 

� Cholesterol Management 

� Hip Pain, Replacement and/or Recovery 

Employees will be identified for program eligibility based on their complete health 

assessment profile (i.e., PHA and/or biometric screening) and will be referred to the 

program by the clinic’s staff. 

The HealthMedia® programs emulate a health coaching session using an advanced 

technology that creates a personal action plan for every member. The digitized sessions 

deliver a high-quality coaching experience every time. The coaching session begins with an 

in-depth consultation where the coach asks questions about your personal situation, your 

motivation to deal with health issues, your self-confidence, and what you perceive to be 

barriers to your success. The system then builds a personalized success plan by combining: 


� What the coach has learned about the member; 

� All the clinical training and experience the coach has on this topic; and 



� Which behavior change models are most likely to get the member to change. 

The coach then goes over the plan to help the member to realize where they are, where they 

want to be, and how they can get there. The coach provides a personal action plan, tools and 

resources to help the member meet their goals and follows up with the member over time to 

see if the plan has achieved the desired results. 

This level of high-quality coaching is what produces the 

revolutionary outcomes for HealthMedia® programs in the 

areas of wellness, behavioral health, disease management, 

and medication adherence. They use validated methods to 

measure outcomes including claims based studies, 

randomized control trials, time 1 / time 2 comparisons, and 

self-report outcomes. HealthMedia’s outcomes speak 

volumes: 

� 90% of members reported improvement in ability to prevent back pain 

� 88% of members reported improvements in doctor-patient communications and 

86% said their health improved 

� 70% of members reported improvements in medication adherence 

� 60% of members reported reduced stress 

� 39% reported a decrease in average Center for Epidemiologic Studies Depression 

Scale (CES-D) scores from 5.29 to 3.24 

� 50% of members reported that they lost weight 

� 60% of members reported improved nutrition habits 

� 40% of members reported decrease in difficulty falling asleep ratings 

� $1,000 demonstrated projected productivity savings for members with chronic 

conditions (per member, per year) 




In addition, First Onsite offers a tobacco cessation program. 

The Quit For Life® Program is a collaboration between the 

American Cancer Society® and Free & Clear®. As the 

nation’s leading tobacco cessation program, it employs an evidence-based combination of 

physical, psychological and behavioral strategies to enable members to take responsibility 

for and overcome their addiction to tobacco use. 

Using an integrated mix of medication support, phone-based cognitive behavioral coaching 

and web-based learning and support tools, the Quit For Life® Program produces an average 

quit rate of 45% for employers, making it nine times more effective than quitting cold 

turkey. 

The Quit For Life® Program treats every tobacco user as a unique individual and tailors a 

quitting plan that is based on the member’s lifestyle, preferences and tobacco use history. 

On the initial call, a Quit Coach assesses the member’s tobacco use history and individual 

needs in order to help the member identify destructive thought patterns and situational 

triggers that cause the desire to smoke. 

The Quit Coach then helps the member develop a personalized plan to prepare for his or her 

quit date. The initial call also includes decision support for medications. If appropriate, 

nicotine replacement therapy can be delivered directly to the member’s home. Follow-up 

phone calls with a Quit Coach and interaction with Web Coach provide members with the 

knowledge, behavioral strategies and cognitive skills necessary to successfully quit tobacco 

for life. 


Online Content & Tools 



The City’s eligible population will have access to online wellness education and tools at 

www.h2u.com. The H2U health portal provides access to: 

� Health library with 

▫ More than 2 million pages of health 

content 

▫ Quizzes and calculators 

▫ Videos and animation of procedures 

� Interactive health content 

▫ My Health Newsletter (e-newsletter) 

▫ My Health Reminders 

▫ My Health Reminders for Loved 

Ones 

▫ My Baby Expectations 

▫ And more… 

� e-Messaging and e-Marketing 

Member Education 

We use a variety of educational materials to inform employees about important health 

topics, disease prevention, managing chronic conditions, care giving, and lifestyle issues 

because we know education and awareness drive sustainable behavior change. Printed and 

mailed educational materials include: 

� Wellness program Welcome Packet 

▫ Welcome letter 

▫ Membership card 

▫ Directory of program benefits 

▫ Monthly health newsletters 

▫ Quarterly health magazines 


� Campaigns for Good Health materials 

▫ Flyers 

▫ Posters 

▫ Take one cards 

▫ Table tents 

▫ Email 



The Campaigns for Good Health materials can be branded with the City’s logo and topics 

can be coordinated with monthly on-site education classes. Self-care books are also 

available on many health conditions that are free or are provided by pharmaceutical 

companies. We will coordinate access to these resources as well. Additional information 

about these materials is included in our response to question 5 of the Collaboration and 

Communication section below. 

Program Engagement Tools 

One of the keys to a successful wellness program is 

engagement and participation. First Onsite will provide the 

City with materials to help promote the program including 

an introduction letter and 

brochure. We will support 

various member recruitment 

campaigns designed to 

encourage participation in the 

PHA and increase awareness 

of events such as health 

screenings and classes. We 

such as postcards, flyers, posters, and take-one cards. 

can provide the City with customizable communication tools 

Another tool that we know drives participation is the use of incentives. Our experience has 

proven that the greater the incentive, the greater the program participation. The greater the 




participation in a wellness program, the greater the impact will be on health status resulting 

in a greater return on investment. Our incentive solutions are designed to maximize 

enrollment and keep members engaged in the health improvement program. If requested, 

we will work with the City to develop incentives that include tracking and management of 

incentives. 

National Discount Program 

Through partnerships with national companies, First Onsite offers members valuable 

discounts on a variety of services to support healthy lifestyles, including such services as: 

caregiver videos, home safety services, prescription drug discounts, dental plans, and eye 

care. Plus, other discounts are available to members, such as discounts on flowers and gifts, 

books and videos, special travel packages, outdoor gear, home and outdoor furnishings, 

moving services, movies, plays, and theme park tickets. 

Customer Service Center 

The customer service team at First Onsite offers support to those who participate in H2U 

programs via a toll-free phone number or email responses. The customer service center 

handles technical issues, pertaining to online resources, including the personal health 

assessment and H2U web tools; general program information; feedback regarding program 

enhancements or suggestions; and triage to the City’s clinic or lifestyle management 

programs. The service center is staffed from 7:00 a.m. to 7:00 p.m., central time, Monday 

through Friday. Calls received during non-business hours will be returned within 24 

business hours. Responses to emails are also sent within 24 business hours of the initial 

inquiry. 


COMPREHENSIVE SUPPLIES AND EQUIPMENT START UP COST 1/31/2011 

Description UoM Qty Price 

eClinicalWorks EA 1 $19,500.00 

Pharmacy Dispensing System inventory EA 1 $4,200.00 

Systoc Claims System EA 1 $6,500 

Occupational medical system EA 1 $10,000 

Titmus vision machine EA 1 $2,000.00 

Intoximeter EA 1 $2,600.00 

Lab Refridgerator EA 1 $350.00 

$45,150 

Medical Suppiles and equipment 

BASIN, EAR GLDNAMER EA 1 $8.70 

TOWELETTE, ANTISEPTIC BZK (100BX) BX 100 $1.33 

SWABSTICK, TINC BENZ 1'S (50/BX) BX 50 $9.63 

PAD, ALCOHOL PREP MED (200/BX) BX 200 $1.25 

HYDROGEN PEROXIDE, 3% 16OZ (12/CS) CS 12 $7.94 

SCISSOR, LISTER BANDAGE 5 1/2" EA 1 $2.13 

HAMMER, TAYLOR PERCUSSION ORG 7 1/2" EA 1 $1.66 

MOUTHPIECE, DISP #4 ADLT (100/CS) CS 100 $18.75 

REMOVAL TRAY, SKIN STAPLE (48/CS) CS 48 $50.00 

SPHYG, ANEROID DLX BLK ADLT EA 1 $17.64 

INFLATION SYSTEM, BLK CHLD EA 1 $13.43 

INFLATION SYSTEM, BLK LG ADLT EA 1 $17.88 

STETHOSCOPE, S/S BLK EA 1 $28.30 

AMMONIA, AMP INHALANT (10/B X) BX 10 $1.98 

WIPE, SANICLOTH GERMICIDE LG (160/BX 12BX/CS) BX 160 $5.18 

CONTAINER, SHARPS 5.4QT (20/CS) CS 20 $118.00 

BANDAGE, GZE STRCH 4" PERFM N/S (12RL/BX) BX 12 $1.76 

SALINE, STR UNIT DOSE 3ML (100/BX 10BX/CS) BX 100 $11.25 

SOAP, ANTIMICRO HAND PERFM W/PUMP 18OZ (12/CS) CS 12 $37.71 

SPONGE, N/WOVN 2"X2" PERFM+ N/S (200/PK) PK 200 $0.93 

SYRINGE/NDL, INTEGRA 3CC 23GX1" (100/BX) BX 100 $54.63 

BANDAGE, ELAS SLF-CLSR PREM N/S LF 2X5YDS BX 10 $4.86 



TAPE, ADHSV CLOTH SILK LF 1/2"X10YD(24RL/BX)PERFM+ BX 24 $8.66 

TAPE, ADHSV CLOTH SILK LF 1"X10YD (12RL/BX)PERFM+ BX 12 $8.59 

TAPE, ADHSV CLOTH SILK LF 2"X10YD (6RL/BX)PERFM+ BX 6 $8.75 

WASHER, ELEPHANT EAR W/3TIPS EA 1 $18.75 

TRIPLE ANTIBIOTIC, OINT 0.5GM (144/BX) BX 144 $14.61 

SANITIZER, HAND/ALOE W/PUMP PERFM 15OZ (12/CS) EA 1 $3.41 

BANDAGE, ADHSV FABR KNCKL 1.5X3 PERFM (100/BX 24BX BX 100 $5.25 

BANDAGE, ADHSV SHR STRP 1X3 PERFM (100/BX 24BX/CS) BX 100 $2.21 

LANCET, PRESS-ACT SFTY 1.5MM BLD 1.8MM LF GRN(100/ BX 100 $16.04 

CHART, EYE TEST ILLUM 10' 14"X9" SNELLEN LF EA 1 $10.63 

TAPE, MEASURE RETR LINEN 72" LF (6/BX) BX 6 $12.19 

BLADE, TONGUE SR 6" N/S LF PERFM (500/BX 10BX/CS) BX 1 $3.59 

SPECULA, KLNSPC 4.25MM (34/TU 25TU/BG 10BG/CS) BG 25 $25.50 

SPECULA, 2.75MM DISPOSABLE (850/BG 10BG/CS) BG 850 $24.65 

INFLATION SYSTEM, THIGH BLK LF PERFM+ EA 1 $25.34 

LAMP, 3.5VOLT F/MACROVIEW OTOSCOPE EA 1 $16.50 

BULB, INSUFFLATION F/MACROVIEW OTOSCOPE EA 1 $6.70 

GLOVE, EXAM VNYL STRTCH PF PRFM+ WHT SM (100/BX 10 BX 1 $5.13 

GLOVE, EXAM VNYL STRTCH PF PRFM+ WHT MED(100/BX 10 BX 1 $5.13 

GLOVE, EXAM VNYL STRTCH PF PRFM+ WHT LG (100/BX 10 BX 1 $5.13 

SWAB, STING & BITE (10/BX) BX 10 $2.14 

BANDAGE, ADHSV SHR PTCH 2X4 STR LF(50/BX 24BX/CS) BX 1 $3.29 

LAMP, REPLCMNT F/03000 3.5V (6/BX) EA 1 $11.66 

CURETTE, EAR SPOON DISP N/S LF ADLT/LG (50/BX 4BX/ BX 50 $28.88 

CURETTE, EAR LOOP END DISP N/S LF (50/BX 4BX/CS) BX 50 $28.88 

CURETTE, EAR SCOOP DISP N/S LF INF/SM (50/BX 4BX/C BX 50 $28.88 

TOWEL, PAPER C-FOLD (150/PK 16PK/CS) CS 16 $26.06 

EYE WASH, SOL REFILL STR 32OZ EA 1 $12.94 

SYRINGE/NDL, TB 1CC 27GX1/2" (100/BX 8BX/CS) BX 100 $77.50 

GLASS, MAGNIFYING RECTGL EA 1 $17.30 

CLEANSER, WOUND SALINE 7.1OZ (12/CS) EA 1 $5.40 

FORCEP, THUMB STR DISP 5"(20BX)S2501-5" BX 20 $19.31 

BOTTLE, EYE WASH 32OZ EA 1 $7.94 

TABLE, EXAM BASE ONLY DRWR EA 4 $2,565.00 

CAN, WASTE STEP-ON SQ MTL RED 32QT EA 4 $156.10 

CAN, WASTE STEP-ON SQ MTL WHT 32QT EA 4 $156.10 

OXIMETER, FINGER TIP PULSE EA 1 $156.25 

SCALE, BALANCE BEAM LB & KILO W/HT ROD CAP 500LB EA 1 $195.00 

SPILL KIT, EZ CLEAN (24/CS) EA 1 $7.10 

URINE TEST STRIP, CLARITY UROCHECK 10SG (100TEST/B BX 1 $23.00 

TIMER, TRACEABLE 99M595 EA 1 $15.64 

MASK, POCKET W/POLY BAG EA 1 $7.65 

THERMOMETER, TRACEABLE FRIG, FREEZER EA 1 $40.25 

SPONGE, GZE 4"X4" 16PLY PERFM+ STR LF (10/TR 72TR TR 1 $0.68 

TEST KIT, PREG HCG URINE CLARITY (25/BX) BX 1 $18.69 

TIP, SNGL USE EAR WASHER (20/PK) PK 20 $11.25 

SPONGE, GZE 2"X2" 8PLY PERFM STR (2/PK 50PK/BX 30B BX 50 $1.89 

BAG, BRN PAPER GROC C#4 5X3 1/3X9 3/4 (500/PK 8PK/ CS 8 $68.33 

FLOWMETER (12/CS) CS 12 $142.50 

FUL-GLO, STRIP OPHTH 1MG (100/BX) BX 1 $9.74 

GOWN, FLD-RESIST PERFM LF FULL EL CUF(10/PK 5PK/CS PK 10 $12.05 

TISSUE, FACIAL KLEENEX (36BX/CS) CS 36 $51.75 

1 of 6


WICK, EAR STR 1SZ (5/PK 20PK/CS) PK 1 $2.96 

COTTON BALL, 65CT STR ABSRB LFPERFM+ (48BX/CS) BX 1 $1.51 

STOOL, STEP 8 3/4" EA 4 $92.15 

BAG, BIOHAZ RED 24X24 6MIC (1000/CS) CS 1000 $19.88 

TOWEL, DISINFC BLCH CLNR (60/PK 12PK/CS) PK 1 $9.68 

CUP, SPCMN STR GRN UNWRAPPED 4OZ (100/CS) CS 100 $19.76 

ANALYZER, HB201 W/MICROCUVETTE 1BX "INTRO" D/S EA 1 $397.50 

ANALYZER, URINE CLINITEK STATUS D/S EA 1 $562.50 

BRACKET, WALL SHARPS CONT 5.4QT (10/CS) CS 10 $194.13 

CHAIR, SIDE W/O ARMS CLAY EA 1 $228.75 

CHART, EYE TEST 20' 22"X11" KNDERGRTN LF EA 1 $5.19 

CHART, EYE TEST 20' 22"X11" SNELLEN LF EA 1 $5.19 

DEFIBRILLATOR, AED G3 DLX RECHARGABLE EA 1 $1,043.75 

DISPENSER, ALCHL 8OZ IMPRNTD LF EA 1 $5.31 

DISPENSER, F/GLOVE BOX EA 1 $11.50 

DISPENSER, TOILET SEAT COVER WHT PLAS EA 1 $5.45 

ECG, IQ MARK DIGITAL INTERP C MPLT D/S EA 1 $3,075.00 

LAMP, EXAM HALOGEN W/STAND WHT EA 4 $504.90 

LIGHT, DIAGNOSTIC COBALT PEN (3/PK) PK 3 $7.43 

LIGHT, UV WOODS HND HELD 31501 EA 1 $323.75 

METER, PEAKFLOW STD ADLT (12/CS) CS 48 $679.75 

OPHTHALMOSCOPE, HALOGEN 3.5V EA 4 $734.25 

OTOSCOPE, DIAGNOSTIC W/SPECULA 3.5V EA 4 $418.00 

NEBULIZER, PULMO AIDE 2PRONG COMPRESSOR EA 1 $25.61 

SCALE, BALANCE BEAM W/HEIGHT ROD 450LB CAPACITY EA 1 $153.75 

SPHYG, ANEROID WALL MT LF BLK EA 1 $51.70 

SPIROMETER, IQ MARK DIGITAL W/CALIBRATION D/S EA 1 $1,756.25 

STAND, MAYO INSTUMENT DBL POSTBASE EA 4 $373.55 

STOOL, EXAM SCREW ADJ BLK EA 4 $279.00 

THERMOMETER, SURETEMP W/WALL MOUNT EA 4 $829.00 

TOP, UPHOLSTERY F/204 SOFT TOUCH NAVY EA 4 $850.00 

TRANSFORMER, WALL UNIT 767 W/HDL 3.5V EA 4 $1,035.50 

TEST STRIP, BLD GLUC TRUETRAK (50/BX 24BX/CS) BX 1 $21.25 

METER KIT, BLD GLUC TRUETRAK STARTER (6/CS) "PROMO EA 1 $0.01 

ELECTRODE, EKG MEDI-TRACE (30/BG 20BG/CS) BG 30 $4.88 

LANCET, MONOLET STR BLU 21G (100/BX) BX 100 $5.94 

LANCET, 2.3MM BLADE BLU (100/BX) BX 100 $15.15 

LANCET, ORANGE 2.2 MM (100/BX 15BX/CS) BX 100 $13.84 

FINGER COT, ALUM PADDED 2 1/4" (12/PK) PK 12 $12.75 

FINGER SPLINT, CRVD PADDED 4" (12/PK) PK 12 $12.06 



WRIST/FOREARM SPLINT, COLLES PADDED LT MED EA 1 $6.00 

WRIST/FOREARM SPLINT, COLLES PADDED LT LG EA 1 $6.00 

WRIST/FOREARM SPLINT, COLLES PADDED RT MED EA 1 $6.00 

WRIST/FOREARM SPLINT, COLLES PADDED RT LG EA 1 $6.00 

HEEL CUP, SIL SM/MED PR 1 $21.88 

HEEL CUP, SIL LG/XLG PR 1 $21.88 

ANKLE BRACE, SURROUND FLOAM REG EA 1 $26.13 

ELBOW SUPPORT, PULL-ON CTN/ELAS MED EA 1 $3.06 

ELBOW SUPPORT, PULL-ON CTN/ELAS LG EA 1 $3.06 

ELBOW SUPPORT, PULL-ON CTN/ELAS XLG EA 1 $3.06 

ANKLE SUPPORT, DBL STRAP SM EA 1 $10.50 

ANKLE SUPPORT, DBL STRAP MED EA 1 $10.50 

ANKLE SUPPORT, DBL STRAP LG EA 1 $10.50 

ANKLE SUPPORT, DBL STRAP XLG EA 1 $10.50 

MESH, HEEL/ELBOW PR 1 $5.19 

KNEE WRAP, PATELLA W/BUTTRESS NYLN 2SIDES UNIV EA 1 $18.69 

ELBOW STRAP, SURROUND W/FOAM BLADDER UNIV EA 1 $10.19 

ARM SLING, DLX CTN/POLY W/PAD MED EA 1 $4.38 

ARM SLING, DLX CTN/POLY W/PAD LG EA 1 $4.38 

ARM SLING, DLX CTN/POLY W/PAD XLG EA 1 $4.38 

SHOULDER IMMOBILIZER, DLX RT/LT W/STRAP&CUFF UNIV EA 1 $9.88 

WRIST SUPPORT, COMFORT FORM RT MED EA 1 $9.56 

WRIST SUPPORT, COMFORT FORM RT LG EA 1 $9.56 

WRIST SUPPORT, COMFORT FORM LT SM EA 1 $9.56 

WRIST SUPPORT, COMFORT FORM LT MED EA 1 $9.56 

WRIST SUPPORT, COMFORT FORM LT XLG EA 1 $9.56 

WRIST SUPPORT, W/ABDUCTED THUMB RT SM EA 1 $20.13 

WRIST SUPPORT, W/ABDUCTED THUMB RT MED EA 1 $20.13 

WRIST SUPPORT, W/ABDUCTED THUMB RT LG EA 1 $20.13 

WRIST SUPPORT, W/ABDUCTED THUMB LT SM EA 1 $20.13 

WRIST SUPPORT, W/ABDUCTED THUMB LT MED EA 1 $20.13 

WRIST SUPPORT, W/ABDUCTED THUMB LT LG EA 1 $20.13 

RIB BELT, MALE 6" UNIV EA 1 $5.31 

RIB BELT, FML 6" UNIV EA 1 $5.38 

BACK SUPPORT, COMFORT FORM MED EA 1 $19.94 

BACK SUPPORT, COMFORT FORM LG EA 1 $19.94 

BACK SUPPORT, COMFORT FORM XLG EA 1 $19.94 

BACK SUPPORT, COMFORT FORM 2XLG EA 1 $19.94 

SHOE, POST-OP VELCRO OPEN-TOE MALE SM EA 1 $7.13 

SHOE, POST-OP VELCRO OPEN-TOE MALE MED EA 1 $7.13 

SHOE, POST-OP VELCRO OPEN-TOE MALE LG EA 1 $7.13 

SHOE, POST-OP VELCRO OPEN-TOE FML LG EA 1 $7.13 

BACITRACIN, OINT 500U/GM 1/32OZ (144/BX) BX 144 $16.20 

CRUTCH, ALUM PSH-BTN ADJ ADLT LF PERFM (8PR/CS) PR 1 $13.85 

CRUTCH, ALUM PSH-BTN ADJ TL ADLT LF PERFM (8PR/CS) PR 1 $13.85 





BANDAGE, CNFRM STRCH 2" STR LF PERFM+ (12/BG 8BG/CS) BG 1 $3.70 



PAD, EYE OVAL STR 1 5/8"X2 5/8" (1/PK 50PK/BX 12BX BX 50 $5.84 

PAD, EYE OVAL STR 2 1/8"X2 5/8" (1/PK 50PK/BX 12BX BX 50 $7.29 

TAPE, ADHSV PAPER LF 1"X10YDS (12RL/BX 12/CS)PERF+ BX 12 $5.98 

BANDAGE, ADHSV FABR STRP 1X3 PERFM (100/BX 24BX/CS BX 100 $3.13 

CLOSURE, SKIN 1/8X3" REINF LF PERFM* (50PK/BX 4BX/ BX 50 $30.31 

CLOSURE, SKIN 1/4X3" REINF LF PERFM+(50PK/BX 4BX/C BX 50 $30.31 

CLOSURE, SKIN 1/2X4" REINF LF PERFM+(50PK/BX 4BX/C BX 50 $51.19 

TEST KIT, INFLUENZA A+B QUICKVUE (25/KT 10KT/CS) KT 25 $417.80 

EPI-PEN JR, SYR .15MG AUTO INJ EA 1 $67.49 

EPI-PEN, SYR .3MG AUTO INJ EA 1 $67.49 

TEST KIT, INFLUENZA A+B QUICKVUE (25/KT 10KT/CS) KT 15 $217.80 

TEST KIT, MONO OSOM WAIVED (25/KT 6KT/CS) KT 1 $68.75 

TEST KIT, PREG HCG URINE QUICKVUE 1STEP (12KT/CS) KT 25 $44.74 

TEST KIT, QUICKVUE INLINE STREP A (25/KT 12KT/CS) KT 1 $79.83 

TEST KIT, STREP A ULTRA OSOM WAIVED (50/KT) KT 50 $103.10 

CONTROL, URINE DIPPER LEV 1&2 15ML (6/BX) BX 6 $98.00 

INFANRIX, SDV 25-58-10MG/0.5ML 0.5ML (10/PK) PK 10 $261.94 

RECOMBIVAX HB, SDV 5MG/0.5ML 0.5ML (10/BX) BX 10 $173.06 

RECOMBIVAX HB, VL 10MCG/ML 1ML (10/BX) BX 10 $360.50 

IPOL, MDV 5ML 10DOSE EA 1 $299.35 

M-M-R II, SDV (10/BX) BX 10 $542.41 

DECAVAC TETANUS DIP TOX, SYR 5-2LFU/0.5 (10/CT) CT 10 $244.29 

PNEUMOVAX, MDV 25MCG/0.5ML 2.5ML EA 1 $206.18 

HAVRIX, SDV 1440U/ML 1ML ADLT (10/PK) PK 10 $458.63 

TEST KIT, ALT-AST (10/BX) BX 10 $45.26 

CONTROL, MULTI ANALYTE (6/BX) BX 6 $118.36 

TEST CASSETTE, LIPID PROFILE + GLU (10/BX 5BX/CS)) BX 10 $111.94 

TEST CASSETTE, TC HDL GLU PANEL (10/BX) BX 10 $87.10 

AUDIOMETER PKG, W/PRINTER/PAPER/OTO-CHK EA 1 $2,795.00 

WHEELCHAIR, FX FUL ARM FX FT BLK 18" LF PERFM EA 1 $147.13 

Vizatek CR System (x-ray) EA 1 $29,800.00 

Visatek Uarm EA 1 $58,750.00 

Furniture (detailed list provided separately) $12,640.00 

Total $127,276.35 

Office Supplies (contract pricing propritary for single items) 

Quantity Price 

3 ring binder 1 inch ea 

3 ring binder 1 ½ ea 

3 ring binder 2 inch ea 

Post it notes 18/pack 

Sharpie - Fine, black 12/pack 

Kleenex facial tissue ea 

Paper towels - multifold 16 packs of 250 ea 

Toilet paper 24 rolls 

Toilet seat dispenser ea 

Toilet seat covers 1000/case 

Purell instant hand sanitizer with aloe ea 

Moisturizing lotion ea 

Trash bags, white 13 gallon 120/box 

Trash bags, black 33 gallon 70/box 

Shredder bags 100/box 

Copy Paper - 1 case 10 reams of 500 sheets ea 

Spiral Notebook ea 

Phone Message book 2/pack 

Expanding File Pocket folder ea 

Hanging File Folders 25/box 

Expanding file folder - for lab receipts ea 

File box ea 

3 drawer - 8.5x11 ea 

Vinyl sheet protectors 50/box 

Dividers set of 8 tabs 

Folder - pocket - light green 10/pack 

Folder - pocket - gray 10/pack 

Folder - pocket - red 10/pack 

Folder - pocket - dark blue 10/pack 

Folder - pocket - light blue 10/pack 

Folder - pocket - black 10/pack 

Folder - pocket - teal 10/pack 

Folder - pocket - violet 10/pack 

Mailing Labels box of 750 

Stapler ea 

Staplers box of 5000 

Staple remover ea 

Scissors 2/pack 

Rubber bands bag 

Binder Clips 90/pack 

Paper Clips - small 100/box 

Paper Clips - Jumbo 100/box 

Paper Clip holder ea 

Tape dispenser with refill rolls ea 

Rape refills 10/pack 

Faxed - stamper ea 

Received - stamper ea 



Date - stamper ea 

Liquid paper - correction tape 2/pack 

Yellow Highlighter 10/pack 

#2 Pencils 12/pack 

Pencil sharpener ea 

Appointment book ea 

Copier Toner refill ea 

Batteries - AAA 12/pack 

Batteries - AA 12/pack 

Batteries - C 4/pack 

Batteries - D 4/pack 

Batteries - 9-volt 2/pack 

Step files ea 

Windex wipes pack 

Lysol wipes 80/box 

Feather Duster ea 

Lysol toilet bowl cleaner ea 

Antimicrobial Soap - 1 gallon gallon 

Antimicrobial Soap - 7.5 oz dispenser ea 

Oust air freshener ea 

DustPan & Brush ea 

Angled Broom ea 

Trash Cans - Beige ea 

Large Trash can - gray ea 

Large Trash can tilt-top lid ea 

Recycling container ea 

Clipboard - 9x12.5 (2 pk) 2/pack 

4 foot folding Table ea 

Clear Business Card holders ea 

Stackable letter trays (6) 6/pack 

Drawer organizer ea 

Literature holder ea 

Brochure holder ea 

Will Return Clock ea 

Desk Calculator ea 

Shredder ea 

4 of 6 

Total $1,005.05 

Top 150 Pharmacy Medications 

Actual Pharmacy Formulary will be determined by CWPB and First Onsite 

Drug Description Strength Form Count Comp Unit Rx Dispensed Rank* 

LIPITOR 10MG # 30 TABS 10mg Tablet 30 LIPITOR $ 92.48 

1 

HYDROCODONE/APAP (5/500MG) TABS C3 5mg/500mg Tablets 20 Vicodin $ 2.06 

2 

HYDROCODONE/APAP 7.5/500 TABS C3 7.5mg/500mg Tablets 20 Lortab $ 2.30 

3 

LEVOTHYROXINE 0.05MG TABS 0.05mg Tablets 30 Synthroid $ 4.43 

4 

AMOXICILLIN 500MG CAPS 500mg Capsules 21 Amoxil $ 3.93 

5 

LISINOPRIL 10MG TABS 10mg Tablets 30 Zestril/Prinivil $ 1.97 

6 

NEXIUM 20mg Tablets 20 Nexium $ 119.71 

7 

LEVOTHYROXINE 0.025MG TABS 0.025mg Tablets 30 Synthroid $ 4.22 

8 

LEXAPRO 10mg Tablets 20 LEXAPRO $ 64.93 

9 

SINGULAIR 10MG TABS 10mg Tablet 30 Singulair $ 119.21 10 

PLAVIX 75mg Tablets 20 Plavix $ 114.49 11 

SIMVASTATIN 20MG TABS 20mg Tablets 30 Zocor $ 2.48 12 

HYDROCHLOROTHIAZIDE 12.5MG CAPS 12.5mg Capsules 30 HydroDIURIL $ 4.79 13 

AMLODIPINE 5MG TABS 5mg Tablets 30 Norvasc $ 4.08 14 

AZITHROMYCIN 250MG TABS #6 250mg Tablets 6 Zithromax $ 6.12 15 

WARFARIN 2.5MG TABS 2.5mg Tablets 30 Coumadin $ 4.41 16 

FUROSEMIDE 20MG TABS 20mg Tablets 30 Lasix $ 1.75 17 

AZITHROMYCIN 5000MG TABS #6 500mg Tabets 3 Zithromax $ 8.18 18 

LEVOTHYROXINE 0.075MG TABS 0.075mg Tablets 30 Synthroid $ 4.82 19 

ADVAIR 250/50MCG DISKUS 60 DOSE 250/50mcg Inhalation 1 ADVAIR $ 205.71 20 

METOPROLOL TARTRATE 50MG TABS 50mg Tablets 30 Lopressor $ 2.10 21 

DIOVAN 80MG TABS 80mg Tablets 30 Diovan $ 55.75 22 

VENLAFAXINE 37.5MG TABS 37.5mg Tablets 20 Effexor XR $ 29.45 23 

CRESTOR 5mg Tablets 20 Crestor $ 35.21 24 

OXYCODONE/APAP 5MG/325MG 30 TABS/BOTTLE C2 5mg/325mg Tablets 30 Percocet $ 4.81 25 

CEPHALEXIN 250MG CAPS 250mg Capsules 20 Keflex $ 2.69 26 

METOPROLOL TARTRATE 100MG TABS 100mg Tablets 30 Lopressor $ 2.64 27 

PROAIR HFA 90MCG 8.5GM INHALER 90MCG Inhalation 8.5 Ventolin Hfa $ 37.40 28 

METFORMIN 500MG TABS 500mg Tablets 30 Glucophage $ 1.98 29 

VYTORIN 10/10mg Tablets 20 VYTORIN $ 76.60 30 

PREVACID 30MG CAPS 30mg Capsule 30 Prevacid $ 116.75 31 

SEROQUEL 25mg Tablets 20 SEROQUEL $ 61.60 32 


CYMBALTA 30MG DR BTL #30 CAPS 30mg Capsules 30 Cymbalta $ 130.58 34 

SERTRALINE 25MG TABS #30 25mg Tablets 30 Zoloft $ 3.77 35 

DIOVAN HCT 40mg Tablets 30 Diovan $ 49.99 36 

LEVAQUIN 500MG TABS 500mg Tablets 10 Levaquin $ 150.54 37 

LISINOPRIL/HCTZ 10MG/12.5MG TABS 10mg/12.5mg Tablets 30 Zestoretic $ 3.84 38 

FLOMAX .4mg Tablet 20 Flomax $ 128.37 39 

ACTOS 30MG TABS 30mg Tablet 30 Actos $ 209.34 40 

ALPRAZOLAM 0.25MG TABS C4 0.25mg Tablets 20 Xanax $ 1.71 41 

ZETIA 10mg Tablets 20 ZEITA $ 75.62 42 

FLUOXETINE 10MG CAPS 10mg Capsules 30 Prozac $ 2.02 43 

TRICOR 145MG BTL #30 TABS 145mg Tablets 30 Tricor $ 134.02 44 

TRAZODONE 50MG TABS 50mg Tablets 30 Desyrel $ 1.89 45


ATENOLOL 25MG TABS 25mg Tablets 30 Tenormin $ 1.84 46 

CELEBREX@ 200MG CAPSULES 200mg Capsules 20 Celebrex $ 78.07 47 

LANTUS - - 10ml Lantus $ 99.99 48 

AMLODIPINE 10MG TABS 10mg Tablets 30 Novasc $ 4.82 49 

ZOLPIDEM 5MG TABS C4 5mg Tablets 30 Ambien $ 2.27 50 

METROPROLOL SUCCINATE 25mg Tablets 20 TOPROL XL $ 20.51 51 

LIZINOPRIL 40MG TABS 40mg Tablets 30 Zestril $ 4.18 52 

NASONEX@ 50MCG 17GM 50mcg Inhaler 17 Nasonex $ 87.03 53 

PREDNISONE 10MG TABS 10mg Tablets 20 Orasone $ 1.74 54 

PROPOXACET-N 100MG TABS C4 100mg Tablets 20 Darvocet-N $ 2.25 55 

CLONAZEPAM 0.5MG TABS C4 0.5mg Tablets 30 Klonopin $ 1.86 56 

ALBUTEROL 2MG TABS 2mg Tablets 30 Proventil $ 3.36 57 

SERTRALINE 50MG TABS 50mg Tablets 30 Zoloft $ 4.56 58 

IBUPROFEN 200MG TABS 200mg Tablets 20 Motrin $ 1.61 59 

HYDROCHLOROTHIAZIDE 25MG TABS 25mg Tablets 30 HydroDIURIL $ 1.58 60 

ALPRAZOLAM 0.5MG TABS .5mg Tablets 30 Xanax $ 2.22 61 

LYRICA 75MG CAPS 75mg Capsules 30 Lyrica $ 74.63 62 

ARICEPT - - - - N/A 63 

YAZ-28 - Pack 28 Yaz $ 214.20 64 

METROPROLOL SUCCINATE 50mg Tablets 20 TOPROL XL $ 20.51 65 

GABAPENTIN 100MG CAPS 100mg Capsules 30 Neurontin $ 3.10 66 

ALPRAZOLAM 1MG TABS 1mg Tablets 30 Xanax $ 2.31 67 

VIAGRA 100MG TABLETS 100mg Tablets 10 Viagra $ 33.44 68 

OXYCODONE/APAP 10MG/325MG 30 TABS/BOTTLE C2 10mg/325mg Tablets 30 Percocet $ 19.29 69 

ACETAMINOPHEN/COD #3 TABS C3 300-30mg Tablets 20 Tylenol/Codeine #3 $ 4.07 70 

ACETAMINOPHEN TR/CLAVULANATE POTASSIUM 500/125mg Tablets 20 Augmentin $ 23.17 71 

OMEPRAZOLE DR 20MG CAPS 20mg Capsules 30 Prilosec $ 9.67 72 

ALENDRONATE 35MG TABS 4X1 35mg Tablets 4 Fosamax $ 6.47 73 

COZAAR 25mg Tablets 20 Cozaar $ 24.44 74 

PREMARIN@ 0.625MG TABS 0.625mg Tablets 30 Premarin $ 51.19 75 

ACTONEL 5mg Tablets 20 Actonel $ 73.59 76 

VALTREX 500mg Tablets 20 Valtrex $ 147.58 77 


LEVOXYL - - 20 LEVOXYL $ 22.22 79 

HYDROCODONE/APAP 10/500 TABS C3 10mg/500mg Tablets 30 Lortab $ 5.72 80 


TRAMADOL 50MG TABS 50mg Tablets 20 Ultram $ 1.98 82 

AMLODIPINE BSYLATE AND BENAZEPRIL 2.5/10mg Tablets 30 Lotrel $ 5.98 83 

LISINOPRIL 20MG TABS 20mg Tables 30 Zestril/Prinivil $ 2.74 84 

AMPHETAMINE SALT COMBO 5MG BTL #30 TABS C2 5MG Tabs 30 ADDERALL $ 9.47 85 

METOPROLOL TARTRATE 25mg Tablets 20 Lopressor $ 1.99 86 

PAROXETINE 10MG TABS #30 10mg Tablets 30 Paxil $ 5.83 87 

OMEPRAZOLE DR 40MG CAPS 40mg Capsules 30 Prilosec $ 10.67 88 

TOPIRAMATE 25MG TABS #60 25mg Tablets 60 Topamax $ 4.64 89 

OMEPRAZOLE 20mg Capsules 60 Prilosec $ 16.41 90 

AMOXICILLIN 250MG CAPS 250mg Capsules 21 Amoxil $ 3.25 91 

SIMVASTATIN 10 MG TABS 10mg Tablets 30 Zocor $ 1.99 92 


FEXOFENADINE 60MG TABS 60mg Tablet 30 Allegra $ 20.55 94 

ZOLPIDEM 10MG TABS C4 10mg Tablets 30 Ambien $ 2.28 95 

FUROSEMIDE 40MG TABS 40mg Tablets 30 Lasix $ 1.78 96 

FLUTICASONE 50MCG 16GM NASAL SPRAY 50mcg Nasal Spray 16 Flonase $ 12.45 97 

PANTOPRAZOLE SODIUM EC 40MG TABS 40mg Tablets 30 Protonix D-R $ 101.45 98 

SPIRIVA HANDIHALER - Inh 30 Spiriva $ 197.83 99 

TRIAMTERENE/HCTZ 37.5MG/25MG TABS 37.5mg/25mg Tablets 30 Maxzide $ 2.44 100 

CONCERTA 18MG BTL #30 TABS C2 18MG Tablets 30 Concerta $ 134.06 101 

CLONIDINE 0.1MG TABS 0.1mg Tablets 30 Catapres $ 2.36 102 

TRIAMTERENE/HCTZ 50/25MG CAPS 50mg/25mg Capsules 30 Maxzide $ 34.59 103 


BENICAR 20mg Tablets 20 Benicar $ 47.28 105 

XALATAN - - 20 XALATAN $ 26.67 106 

DIAZEPAM 5MG TABS C4 5mg Tablets 30 Valium $ 1.89 107 

GLYBURIDE 2.5MG TABS 2.5mg Tablets 30 Glycron $ 2.75 108 

AMOXICILLIN/POT CLAV 500-125MG TABS #20 500mg/125mg Tablets 20 Augmentin $ 22.69 109 

POTASSIUM CHLORIDE 10MEQ TABS 10meq Tablets 30 Klor-Con $ 6.06 110 

FLUCONAZOLE 150MG TABS 150mg Tablets 1 Diflucan $ 1.29 111 

NAMEDA 5mg Tablets 20 Nameda $ 62.22 112 

LORAZEPAM 0.5MG TABS C4 0.5mg Tablets 30 Ativan $ 2.06 113 

FLUOXETINE 20MG CAPS 20mg Capsules 30 Prozac $ 1.88 114 

IBUPROFEN 400MG TABS 400mg Tablets 20 Motrin $ 1.83 115 

RISPERDAL .5mg Tablets 20 RISPERDAL $ 88.24 116 

ABILIFY 5mg Tablets 20 Abilify $310.04 117 

ALBUTEROL 4MG TABS 4mg Tablets 30 Proventil $ 4.35 118 

HYZAAR 50mg/12.5mg Tablets 20 Hyzaar $ 51.81 119 

BENICAR 20/12.5mg Tablets 20 Benicar $ 50.80 120 

OMEPRAZOLE 40mg Capsules 60 Prilosec $ 16.81 122 

PANTOPRAZOLE SODIUM 20mg Tablets 30 Protonix D-R $ 89.78 123 

ALPRAZOLAM 2MG TABS 2mg Tablets 30 Xanax $ 3.43 124 

NAPROXEN 375MG TABS 375mg Tablets 20 Naprosyn $ 2.35 125 

ORTHO TRI-CYCLEN - Pack 28 Orth Tri Cyclen $ 67.95 126 

WARFARIN 5MG TABS 2mg Tablets 30 Coumadin $ 4.00 127 

DETROL LA 2mg Tablets 20 Detrol LA $ 88.93 128 

LORAZEPAM 1MG TABS 5mg Tablets 30 Ativan $ 2.08 129 

LAMOTRIGINE TAB 25MG 25mg Tablets 20 Lamictal 3.12 130 

CYCLOBENZAPRINE 5MG TABS #20 5mg Tablets 20 Flexeril $ 2.74 131 

BUDEPRION XL 300mg Capsules 20 Wellbutrin XL $ 4.80 132 

FUROSEMIDE 50MCG 16GM NASAL SPRAY 50mcg Nasal Spray 16 Flonase $ 12.40 133 

ACIPHEX 20MG BTL #30 TABS 20mg Tablet 30 Aciphex $ 196.26 134 



LUNESTA 2MG BTL 30 TABS C4 2mg Tablets 30 Lunesta $ 168.65 135 

CLONAZEPAM 1MG TABS C4 1mg Tablets 30 Klonopin $ 2.32 136 

PROMETHAZINE 25MG TABS 25mg Tablets 20 Phenergan $ 6.36 137 

SULFAMETH/TRIMETH DS TABS 800mg/160mg Tablets 20 Bactrim D.S. $ 4.00 138 


ALLOPURINOL 100mg Tablets 20 ZYLOPRIM $ 2.57 140 

SULFAMETH/TRIMETH 400mg/80mg Tablets 20 Bactrim $ 2.25 141 

CIALIS 10MG TABS 10mg Tablets 30 Cialis $ 270.86 142 

PROVENTIL HFA 90MCG 6.7GM INH 90mcg Inhalation 6.7gm Albuterol $ 37.14 143 

VITAMIN D 2000IU Softgels 75 Vitamin D $ 7.89 144 

PENICILLIN VK 250MG TABS 250mg Tablets 20 Pen-Vee-K $ 3.25 145 

RANITIDINE 150MG TABLETS 150mg Tablets 20 Zantac $ 1.80 146 

TRINESSA - Pack 28 ORTHO TRI CYCLEN $ 13.21 147 

AVAPRO 150mg Tablets 20 Avapro $ 50.37 148 

AMITRIPTYLINE 10MG TABS 10mg Tablets 30 Elavil $ 1.80 149 

POTASSIUM CHLOR 10MEQ TABS 10meq Tablets 30 K-Dur $ 5.18 150 


PHYSICIAN EMPLOYMENT AGREEMENT 

(NON-HOSPITAL SETTING) 

HCAPS-459 Rev 12/2010 

Contract,__________________ Supplement ______________ 

THIS PHYSICIAN EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between H2U 

Wellness Centers, LLC d/b/a West Palm Beach-First OnSite (“Employer”), and_____________ (“Physician”). 

RECITALS 

WHEREAS, Employer is engaged in the business of operating and managing medical practices and other health care 

services in Palm Beach County, Florida (the "County"); 

WHEREAS, Physician is licensed in the state in which the County is located and specializes in ______ ("Specialty"); and 

WHEREAS, Employer desires to employ Physician, and Physician desires to be employed by Employer, to render 

professional physician services, in accordance with the terms and conditions specified herein. 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and conditions set forth herein, 

and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and 

Physician, intending to become legally bound, agree as follows: 

1. ENGAGEMENT 

A. Employer engages Physician, and Physician accepts such engagement, as a physician in the Specialty primarily at the 

medical practice office located at (the "Practice"), and such other practice sites 

as may be reasonably designated by Employer from time to time, in accordance with the terms and conditions of this 

Agreement. 

2. TERM 

A. Term. The term of this Agreement shall be for_______ year(s) (the "Agreement Term"), commencing on or before________, 

but in no event later than three months after that date, and continuing until __________, subject to earlier termination of this 

Agreement pursuant to the Termination Section, hereof. The first date that Physician reports to work and is eligible to work 

pursuant to this Agreement shall be referred to herein as the “Effective Date”. 

3. DUTIES AND SERVICES 

A. Work Schedule. During the Agreement Term, Physician agrees to devote his/her full professional working time and 

attention, at a minimum of 40 hours per work week (excluding time spent on-call), to the practice of medicine for the benefit 

of Employer under the terms of this Agreement. Employer shall establish Physician's work schedule and on-call schedule, 

which schedule shall be inclusive of hours providing patient care at the facilities of Employer, any and all Medical Staff 

obligations, and administrative duties. 

B. Non-Physician Personnel. Employer will provide Physician with a reasonable level of non-physician personnel support, in 

Employer's discretion, including, but not limited to, nurses, technicians, secretarial staff, and other medical and non-medical 

personnel, to assist Physician in the performance of his/her duties. Physician shall report to, consult with, and use the input of 

Employer regarding the hiring and firing of medical staff who work within the Practice and the overall operations of the 

Practice. All final decisions regarding hiring and firing of Practice personnel shall rest with Employer. 

C. Availability and Duties. Physician shall be responsible for such duties as assigned to him or her from time to time by 

Employer commensurate with his/her Specialty. Physician shall make him/herself available to provide professional medical 

services to, and treat patients of Employer, whether such patients are in Employer's office, a hospital, or another treatment 

location covered by Employer. Physician hereby agrees to devote his/her full working time and attention, together with 

Physician's best endeavors and skill, for the interest, benefit and best advantage of Employer and shall provide services on 

behalf of Employer in a manner that shall maintain the productivity of the Practice. Physician shall provide all professional 

medical services in accordance with the policies and procedures established by Employer, and the appropriate standards of 

care of the community. Physician shall have the authority to refuse to treat a specific patient or to dismiss any particular 

patient if the patient has been abusive, disruptive or threatening or has refused to comply with Physician's orders, or for other 

reasons of a similar nature. In the case of any such dismissal, Physician agrees that appropriate notice by certified letter shall 

Page 1 of 16 

Deleted: 401 Clematis Street, West 

Palm Beach, Florida 33401 

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e sent to such patient and emergency care shall be provided by Physician to such patient for an appropriate period after such 

dismissal. Notwithstanding the foregoing, Physician agrees that he/she will not refuse to treat a patient and will not 

discriminate with respect to quality of care of a patient or otherwise on the basis of such patient's race, color, national origin, 

ancestry, religion, sex, marital status, sexual orientation, age, disability or medical condition, or as otherwise set forth in 

applicable federal and state laws. Except as otherwise stated herein, Physician specifically understands that Employer shall 

have the final authority over the acceptance or refusal of any person for whom professional services may be rendered and the 

amount of fees to be charged to such patients. Physician shall not refuse to see any patient assigned by Employer because of 

the source of payment for services rendered by Physician or because the patient is or is not employed by any particular 

employer or is or is not a member of any particular insurance plan or HMO. During the Agreement Term, Physician shall be 

required to be "on-call" or "on-duty" as reasonable and appropriate. Physician shall not substitute a physician to provide 

service in his or her place without Employer's prior approval except that such approval shall not be required if the physician 

substituting "on-call" or "on-duty" coverage with Physician is an employee of Employer and has full active privileges at the 

facility where Physician has coverage requirements and Employer is provided advance notice of such substitution. Physician 

shall accept and receive consultations and requests for professional services from physicians employed by Employer, as well 

as from other physicians with whom Employer has contractual relationships for the provision of medical services. In the 

event a patient of the Practice requires (i) hospitalization, (ii) outpatient services, (iii) diagnostic, lab, physical therapy, or 

other ancillary services, or (iv) any other healthcare services, Physician shall take all necessary and appropriate actions. 

D. Patient Care. Nothing in this Agreement shall be interpreted to dictate Physician's practice of medicine, delivery of direct 

patient care or independent judgment in the practice of medicine. Physician shall have complete control over the diagnosis 

and treatment of patients, and neither Employer nor any employee of Employer shall exercise any direct supervision or 

control over the individual treatment of the patient. Physician agrees that Physician's treatment and diagnosis of patients will 

be consistent with all rules and regulations promulgated by Employer dealing with the general treatment of patients. In 

rendering medical services to patients, Physician shall satisfy the standards and requirements of all state and federal statutes 

and all standards, rulings, or regulations of the Board of Medicine/Medical Examiners (or other equivalent board or agency), 

the Department of Health of the state in which the Practice is located, or any other applicable governmental agency or 

individual having authority to administer, regulate, accredit, or otherwise set standards for the Practice. 

E. Performance Standards. In performing services under this Agreement, Physician shall comply with the following 

Performance Standards: 

i. promote cooperation and teamwork among other physicians and other employees and personnel of Employer; 

ii. develop standardization of Specialty practices and procedures; 

iii. attend all required management meetings; 

iv. assist Employer as requested in the efficient and effective day-to-day management of the Practice; 

v. respond to patient and referring physician needs and concerns regarding patient diagnosis and treatment as expeditiously 

as reasonably possible; 

vi. fully support Employer's overall quality improvement and quality assurance initiatives; 

vii. recommend professional, technical, and support staff needs to Employer; 

viii. recommend policies and procedures regarding scheduling of patients to the end that the safety and health of patients 

takes precedence over other concerns; 

ix. direct other employees of the Practice in the provision of medical services, especially with regard to patient safety; 

x. maintain and timely update patient medical records; 

xi. adhere to all reasonable Policies and Procedures adopted by Employer; and 

xii. adhere to such other performance standards as established by Employer from time to time. 

F. Location(s) for Services. Physician shall perform his/her duties at the Practice, those hospital facilities at which Physician 

maintains medical staff privileges and such other practice locations of Employer as may be reasonably designated by 

Employer from time to time. Employer shall have reasonable discretion to consolidate and relocate practices operated by 

Employer, including the Practice. 



G. Professional Fees/Outside Activities. Physician agrees not to engage in any medical professional business activity (whether 

or not such business activity is pursued for gain, profit or other pecuniary advantage), without the prior written consent of 

Employer, other than (i) rendering services on behalf of Employer pursuant to this Agreement, (ii) maintaining an ownership 

interest of less than five percent (5%) of the issued and outstanding stock of a publicly-traded corporation, or (iii) teaching, 

writing, lecturing, or providing expert witness testimony on Specialty topics; provided such activities shall not interfere or 

conflict with the performance of Physician's duties or provision of services under this Agreement. Physician shall not enter 

into any other physician employment contract or otherwise engage in the practice of medicine other than for the benefit of 

Employer. All remuneration and accounts receivable arising from or related to Physician's provision of any medical services 

pursuant to this Agreement are the property of Employer, and Physician agrees to provide to Employer any such 

remuneration immediately after it is received by Physician. Physician agrees to take all reasonable actions requested by 

Employer to assist in the collection of accounts receivable for services provided by Physician. Unless otherwise agreed, all 

fees, honoraria, payments, stipends, or remuneration arising from or related to teaching assignments, lectures, speeches, 

publications, research, or expert witness testimony by Physician on or about matters related to the practice of the Specialty 

shall also be considered compensation or professional service revenues to which Employer is entitled hereunder. The size or 

source of any item of income shall not affect the foregoing obligations. 

H. Workplace Rules. Physician shall observe and comply with the rules, regulations, policies and procedures established by 

Employer with respect to the performance of Physician's duties. In the event of any inconsistency between such rules, 

regulations, policies and procedures and this Agreement, the provisions of this Agreement shall prevail. 

I. Managed Care. Physician shall complete/submit all necessary credentialing documentation which will enable Physician to 

participate in all managed care arrangements made available by or through Employer at least 90 days prior to the Effective 

Date of this Agreement (or such other period as Employer may request) and within 15 days of all subsequent requests. 

Employer shall have the sole and exclusive right and authority to enter into contractual relationships with HMOs, IPAs, 

PPOs, PHOs, IDSs, employer groups, provider networks and other managed care organizations and third party payors. 

Physician shall not otherwise contract with any managed care organization or third party payor. In connection with such 

managed care arrangements, Employer shall negotiate such managed care arrangements with the proviso that Physician shall 

not be individually responsible to the managed care company for any withhold and that no hold harmless provision shall be 

applicable to, or enforceable upon, Physician. Employer shall use reasonable efforts to ensure that any capitation rates, 

discounted fees or other risk based arrangements are consistent and competitive with the rates accepted by other physicians 

practicing in Physician's specialty in the County. 

J. Other Services. During the Agreement Term, Physician and Employer may mutually agree to Physician's rendering 

additional services. Such duties may include service on hospital staff committees, peer review organizations, or other 

committees of Employer, and serving on national and regional committees of Employer's Affiliates (which term as used in 

this Agreement shall include any person, corporation, partnership, general partner or other entity that directly, or indirectly 

through one or more intermediaries, controls or is controlled by or is under common control with Employer); provided that 

such duties shall not interfere with the professional services provided by Physician on behalf of Employer pursuant to this 

Agreement. 

K. Additional Physicians. Employer and Physician agree as an essential term of this Agreement that it is the intent of the 

parties to develop a comprehensive medical practice. It is further understood that Employer intends to negotiate and enter into 

employment relationships with additional qualified physicians. Physician agrees to use his/her best efforts to forge and 

establish an ongoing relationship and team approach with such additional physicians for the furnishing of physician and 

related services to patients. 

4. COMPENSATION 

A. Compensation. During the Agreement Term, Employer shall pay Physician compensation as set forth on the attached 

Exhibit(s) ("Physician Compensation"). 

B. Leave. Physician shall be entitled to leave as set forth on the attached Exhibit(s) ("Physician Compensation"). 

C. Travel Reimbursement. Employer, in its sole discretion, may reimburse Physician pursuant to Employer's policies for 

reasonable travel expenses incurred by Physician in providing professional services, on-call coverage, or any other services 

as Employer may approve. Any such reimbursement must be pre-approved by Employer and shall not be paid until Physician 

has submitted travel records or receipts to Employer for the period for which reimbursement is requested in a form acceptable 

to Employer. 

D. Benefits. Employer shall provide Physician with medical benefits for Physician and Physician's beneficiaries that are 

comparable to the coverage available, from time to time, to the other employees of Employer. Employer will provide health, 


Formatted: Bullets and Numbering 


life, disability, and dental benefits for Physician on similar terms as the other employees of Employer. Employer's life 

insurance company may require Physician to satisfactorily pass a physical examination in order to issue a life insurance 

policy to Physician. In addition, Employer may elect to obtain key-man life insurance coverage on Physician, and Physician 

hereby agrees to submit to any required physical therefore. If Physician Compensation is specified on Exhibit A or Exhibit B, 

the employee portion of the costs of all such benefits shall be deemed to be Physician Expenses (as defined on such exhibit). 

Physician shall be entitled to participate in Employer’s retirement and other benefit plans as offered from time to time at a 

level commensurate wit the retirement benefits offered to other employees of Employer. 

E. Income and Employment Taxes. Physician shall be an employee of Employer for all purposes. Employer shall withhold 

amounts from Physician Compensation in accordance with the requirements of applicable law for federal income tax, FICA, 

FUTA, and other employment or payroll tax purposes. It shall be Physician's responsibility to report and pay all federal taxes 

arising from Physician's receipt of compensation hereunder. 

5. INSURANCE 

A. Medical Liability Insurance. Employer agrees directly to pay the premium for Physician's professional medical liability 

insurance during the Agreement Term, with minimum coverage of $1,000,000 per occurrence with a yearly maximum of 

$3,000,000 in the aggregate (occurrence type policy). If Physician Compensation is specified on Exhibit A or Exhibit B, the 

cost of such insurance shall be treated as a Practice Operating Expense. Such professional medical liability insurance 

coverage may be coverage established through an insurance affiliate of Employer. 

B. In exchange for Employer providing professional medical liability insurance, Physician agrees to participate in the insurance 

carrier’s risk management and loss prevention programs, which may include successfully completing risk management 

continuing medical education courses or classes approved by malpractice insurance carrier during the Agreement Term. 

6. TERMINATION 

A. Termination by Employer "For Cause." The Agreement Term (including any renewal term) may be terminated prior to its 

expiration, at the election of Employer, under any of the following circumstances: 

i. Upon written notice to Physician, if Physician is in a material breach, default or violation of any provision of this 

Agreement and fails to cure such material breach, default or violation to the reasonable satisfaction of Employer within 

thirty (30) days after notice in writing by Employer to do so or within said thirty (30) days to commence such cure and 

thereafter diligently to prosecute such cure to completion; 

ii. Upon written notice to Physician, if Physician fails to meet utilization performance, efficiency, or quality standards 

established by Employer or fails to conform and comply with Employer's professional requirements concerning 

maintenance of medical records, and fails to cure such failure to the reasonable satisfaction of Employer within ten (10) 

days after notice in writing by Employer to do so or within such ten (10) days to commence such cure and, thereafter, 

diligently to prosecute such cure to completion. The opportunity to cure in this Section shall be available only once 

during the Agreement Term; or 

iii. Immediately upon written notice by Employer to Physician (or Physician's estate) for any of the following reasons: 

a. Physician's death or permanent disability. The term “disability” shall be defined as a physical or mental impairment 

that causes the Physician to be unable to perform the essential functions of his or her job as set forth in this 

Agreement, with or without reasonable accommodation, after consideration of any job protection benefits afforded 

by applicable state or federal law; 

b. Physician's license to practice medicine is suspended, subject to probation, revoked, or canceled or a restriction or 

limitation by any governmental authority having jurisdiction over Physician is placed or imposed upon him/her so 

that he/she cannot perform the professional services for which he/she was engaged hereunder; 

c. Physician is terminated or suspended from Medicare, Medicaid or other state or federal government healthcare 

entitlement program, or any successor program; 

d. Physician's failure to maintain unrestricted staff membership or privileges on the medical staff of any facility 

operated by Employer or its Affiliates; 

e. Physician's medical staff membership or clinical privileges at any acute care hospital or of any facility affiliated with 

Employer are suspended, curtailed, revoked, or terminated as a result of an adverse action taken by such hospital; 

f. Physician is convicted of a felony or a crime of moral turpitude; 




g. Physician conducts him/herself in a manner that Employer determines in good faith to be unethical, unprofessional, 

unlawful, or fraudulent, is detrimental to patient care, or impairs the reputation or operations of Employer; 

h. Upon repeated failure by Physician to meet utilization, performance, efficiency, or quality standards established by 

Employer after a one-time opportunity to cure as described in Paragraph 6.A.ii; 

i. Upon repeated failure by Physician to conform and comply with Employer's professional requirements concerning 

maintenance of medical records; 

j. Upon cancellation of Physician's coverage, or Physician's uninsurability, under the terms and conditions of the 

professional liability insurance provided; 

k. Upon the determination by the Employer that Physician has reported to work with a measurable quantity in blood or 

urine of non-prescribed narcotics, hallucinogenic drugs, marijuana or other non-prescribed controlled substances or 

that the Physician is working while impaired by alcohol or prescribed narcotics while on the Employer’s property or 

during working hours. 

l. Physician breaches any material rules, policies and/or procedures of Employer; 

m. Upon the imposition of any restriction or limitation on Physician by any governmental or professional authority 

having jurisdiction over Physician to such an extent that Physician cannot engage in the practice of medicine as 

required hereunder; 

n. Upon the determination of Employer in good faith that Physician is not providing adequate patient care or that the 

health, safety, or welfare of patients is jeopardized by continuing the employment of Physician; 

o. Physician's ability to prescribe controlled substances is suspended, subject to probation, revoked, or restricted in any 

way; or 

p. Any of the representations of Physician is false or incorrect when made or thereafter becomes false or incorrect, or 

any warranty of Physician is breached. 

B. Termination by Physician "For Cause." The Agreement Term (including any renewal term) may be terminated prior to its 

expiration, at the election of Physician, under any of the following circumstances: 

i. Upon written notice to Employer, if Employer is in material breach, default or violation of any provision of this 

Agreement and fails to cure such material breach, default or violation within thirty (30) days after notice in writing by 

Physician to do so or within said thirty (30) days to commence such cure and thereafter diligently to prosecute such cure 

to completion; or 

ii. Immediately upon written notice by Physician to Employer for any of the following reasons: 

a. bankruptcy or receivership of Employer; or 

b. revocation or suspension of Employer from the Medicare or Medicaid Programs or any successor program. 

C. Termination by Employer or Physician "Without Cause." Employer or Physician may terminate this Agreement 

hereunder, without cause, at any time upon 90 days prior written notice to the other party provided, however, that, at 

Employer's sole and exclusive option, Employer may terminate this Agreement immediately and elect to "pay-out" the 

foregoing ninety-day notice period (subject to applicable payroll withholdings) and offset therefrom any amounts owed by 

Physician to Employer. 

D. Obligations After Termination. Upon termination of this Agreement for any reason, Physician Compensation shall 

immediately cease and Physician (or Physician's estate) shall be entitled to receive only those amounts earned or accrued on 

services provided by Physician up to the date of termination. Physician's rights to any on-going or continuing benefits shall 

be determined in accordance with the terms of the applicable benefit plan of Employer. Termination of this Agreement shall 

not release or discharge Employer from any obligation, debt or liability incurred prior to the date of termination of this 

Agreement. Following any notice of termination of employment hereunder, whether given by Employer or Physician, 

Physician shall fully cooperate with Employer in all matters relating to the winding down of his or her pending work on 

behalf of Employer and the orderly transfer of such work to the other professional employees of Employer, if applicable. On 

or after the tendering of notice of termination hereunder and during any notice period, Employer shall be entitled to such fulltime 

or part-time services of Physician as Employer may reasonably require, and Employer shall specifically have the right to 

terminate, in whole or in part, the active services of Physician at the time such notice is given and to pay to Physician the 




compensation due to him or her for the duration of the notice period. The right of the parties to terminate this Agreement 

shall be without prejudice to any other right or remedy as may be available to a party at law or in equity upon the breach of 

this Agreement. Notwithstanding the foregoing, neither party shall be liable to the other for any indirect, incidental, or 

consequential damages or losses, including lost profits, arising out of the breach of this Agreement by the other party, except 

as provided in the following sentence or as specified on any exhibit or addendum hereto. If Physician provides less than the 

required notice prior to terminating this Agreement, Physician shall reimburse Employer for its "Excess Cost" during the 

"Shortage Period" within 10 business days after Employer's written demand therefore. For purposes of this Agreement, (i) 

the term "Excess Cost" shall mean the amount expended by Employer in securing coverage for Physician during the Shortage 

Period in excess of the amount that would have been paid to Physician in accordance with this Agreement during such 

period, and (ii) the term "Shortage Period" shall mean the difference between the actual number of days notice given by 

Physician and the number of days of notice required to be given hereunder. 

E. Other Requirements Upon Termination. Upon termination of this Agreement for any reason: (i) Physician's participation 

in any of Employer's fringe benefit plans shall immediately cease (subject to any post termination benefits, if any, expressly 

stated in the then current plans for such benefits); and (ii) the provisions of Sections 8, 9, and 10 hereof shall remain in full 

force and effect, except as otherwise specifically provided herein. 

7. COVENANTS, REPRESENTATIONS, AND WARRANTIES 

A. Physician covenants, represents, or warrants at all times during the Agreement Term (including any renewal term) that: 

i. Physician is not in breach of, and will not during the Agreement Term be in breach of, any other contract, obligation, or 

covenant that could affect his or her ability to perform hereunder and, as a result of entering into this Agreement, will not 

breach any such contract, obligation, or covenant. 

ii. Physician is duly licensed and registered and in good standing under the laws of the state in which the Practice is located 

to engage in the practice of medicine and to prescribe and administer controlled substances, and that such license and 

registration have not been suspended, revoked or restricted in any manner. As a condition of employment hereunder, 

Physician, at his or her sole expense unless specifically provided for in this Agreement, shall secure and maintain at all 

times during the Agreement Term an unrestricted, non-probational license to practice medicine in the state in which the 

Practice is located. Physician shall report, in writing, any probation, suspension, restriction, limitation, or revocation on 

any license related to the practice of medicine on the day of such probation, suspension, restriction, limitation, or 

revocation. 

iii. Physician shall maintain in good standing unrestricted staff membership and privileges on the medical staff of a hospital 

facility owned by Employer or its Affiliates. 

iv. Physician has current controlled substances certifications and registrations issued by the state in which the Practice is 

located and the United States Drug Enforcement Administration, which certifications and registrations have not been 

surrendered, suspended, revoked, expired or restricted in any manner. As a condition of employment hereunder, 

Physician shall, at his or her sole expense unless specifically provided for in this Agreement, secure and maintain at all 

times during the Agreement Term unrestricted, non-probational certifications and registrations with the state in which the 

Practice is located and the United States Drug Enforcement Administration to administer and prescribe controlled 

substances. Physician shall report, in writing, any probation, suspension, restriction, limitation, or revocation on any 

certification or registration related to the practice of medicine on the day of such probation, suspension, restriction, 

limitation, or revocation. 

v. Physician has disclosed and will disclose to Employer the following matters, whether occurring at any time during the 

past five (5) years prior to the date of this Agreement or at any time during the Agreement Term: 

a. any actual or threatened malpractice suit, any actual or constructive known claim (whether or not filed in court), 

settlement, settlement allocation, judgment, verdict or decree against Physician; 

b. any actual or threatened disciplinary, peer review or professional review investigation, proceeding or action 

instituted against Physician by any licensure board, hospital, medical school, health care facility or entity, 

professional society or association, third party payor, peer review or professional review committee or body, or 

governmental agency; 

c. any criminal complaint, indictment or criminal proceeding in which Physician is named as a defendant; 




d. any actual or threatened investigation or proceeding, whether administrative, civil or criminal, relating to an 

allegation against Physician of filing false health care claims, violating anti-kickback laws, violating fee-splitting 

laws, or engaging in billing improprieties; 

e. any organic or mental illness or condition that impairs or is likely to impair Physician's ability to practice medicine; 

f. any dependency on, or habitual use or abuse of, alcohol or controlled substances, or any participation in any alcohol 

or controlled substance detoxification, treatment, recovery, rehabilitation, counseling, screening or monitoring 

program; 

g. any actual or threatened allegation, or any investigation or proceeding based on any allegation, against Physician for 

violating professional ethics or standards, or engaging in illegal, immoral or other misconduct (of any nature or 

degree); and 

h. any denial or withdrawal of an application in any state for licensure as a physician, for medical staff privileges at 

any hospital or other health care entity, for board certification or recertification, for state or federal controlled 

substances registration, or for malpractice insurance. 

i. any denial of appointment or reappointment of membership on the medical staff of any hospital; any suspension, 

curtailment, revocation, or termination of any hospital medical staff membership or clinical privileges; or any 

voluntary relinquishment of such staff membership or clinical privileges by Physician while a charge of substandard 

quality of patient care was pending against him/her (regardless of the veracity of the charge). 

vi. Physician is board certified or board eligible in the Specialty by the applicable board of medical specialization. 

vii. Physician shall at all times render services to patients in a competent, professional and ethical manner, in accordance 

with prevailing standards of medical practice in the relevant community, perform professional and supervisory services 

in accordance with recognized standards of the medical profession, and act in a manner consistent with the Principles of 

Medical Ethics of the American Medical Association and all applicable statutes, regulations, rules, orders and directives 

of any and all applicable governmental and regulatory bodies having competent jurisdiction. 

viii. In connection with the provision of professional services to patients of Employer, Physician shall use the equipment, 

instruments, pharmaceuticals and supplies furnished by or on behalf of Employer for the purposes for which they are 

intended and in a manner consistent with sound medical practice. 

ix. Physician shall participate in the Medicare and Medicaid Programs, workers compensation, other federal and state 

reimbursement programs, and the payment plan of any commercial insurer, health maintenance organization, preferred 

provider organization, accountable health plan, or other health benefit program. 

x. Physician shall keep and maintain (or cause to be kept and maintained) appropriate records, consistent with prevailing 

standards of medical practice in Physician's relevant community, relating to all professional services rendered by him 

under this Agreement and shall prepare and attend to, in connection with such services, all reports, claims, and 

correspondence necessary or appropriate in the circumstances, as determined mutually by Employer and Physician, all of 

which records, reports, claims, and correspondence shall belong to Employer. 

xi. Physician covenants not to use, or permit any other personnel under the supervision of Physician to use, any part of the 

premises of Employer for any purpose other than the performance of services hereunder. 

xii. Physician (A) is not currently excluded, debarred, or otherwise ineligible to participate in the Federal health care 

programs as defined in 42 U.S.C. § 1320a-7b(f) (the "Federal health care programs"); (B) is not convicted of a criminal 

offense related to the provision of health care items or services but has not yet been excluded, debarred, or otherwise 

declared ineligible to participate in the Federal health care programs, and (C) is not under investigation or otherwise 

aware of any circumstances which may result in Physician's being excluded from participation in the Federal health care 

programs. 

The representations, warranties, and covenants contained in this Section shall be ongoing representations, warranties, and 

covenants during the Agreement Term, and Physician shall immediately notify Employer of any change in the status of the 

covenant, representation, or warranty set forth in this Section. Any breach of this Section by Physician shall give Employer 

the right to terminate this Agreement immediately for cause. 

8. DISCLOSURE OF INFORMATION 



A. Custody of Medical Records. Physician understands and agrees that during the Agreement Term and therafter all medical 

records, case records, case histories, x ray files or personal or regular files concerning patients of Employer or any of it Affiliates, 

or patients consulted, interviewed or treated and cared for by Physician, shall belong to and remain the property of Employer. 

Upon termination of this agreement, Physician shall not be entitled to keep original records or preserve records of Employer or 

any of its Affiliates as to any patient unless the patient shall specifically request a different disposition of his or her records or 

copies thereof, and in no event shall Physician be entitled to the records or copies thereof, of patients not treated by Physician. 

Employer agrees at all times, both during and after termination of this Agreement, to maintain and preserve such records in a 

manner consistent and in compliance with all applicable laws and regulations. If Employer provides Physician with original 

patient records pursuant to the terms hereof, Physician shall retain all of such records and upon Employer’s request, shall make 

such originals available to Employer. If any medical malpractice or other claim, aut\dit or business need of Physician arises and 

involves records which are retained by Employer pursuant to the terms hereof, Employer agrees to make such original medical 

records available to Physician, or Physician’s designated counsel or representative for inspection and copying, during regular 

business hours, in accordance with applicable law. 

B. Disclosure of Information. Physician recognizes and acknowledges that all records, files, reports, protocols, policies, 

manuals, databases, processes, procedures, computer systems, materials and other documents pertaining to services rendered 

by Physician hereunder, or to the operations of Employer, belong to and shall remain the property of Employer and constitute 

proprietary information and trade secrets of Employer. Physician recognizes and acknowledges that the terms of this 

Agreement, as well as Employer's proprietary information and trade secrets as they may exist from time to time, are valuable, 

special, and unique assets of Employer's business. Physician shall not, during or after the Agreement Term, disclose such 

proprietary information of Employer or trade secrets of Employer to any other firm, person, corporation, association or other 

entity for any reason or purpose whatsoever, or use such information for Physician's own benefit, without the prior written 

consent of Employer, unless otherwise required to disclose such information in accordance with appropriate judicial process. 

C. Injunction. Physician acknowledges that the confidentiality restrictions contained in this Section are a reasonable and 

necessary protection of the legitimate trade secrets and business interests of Employer. In the event of any violation of these 

restrictions, Employer shall be entitled to preliminary and permanent injunctive relief, in addition to any other remedy, and 

shall be entitled to be reimbursed by Physician for any attorneys' fees and costs, at all pre trial and appellate levels, incurred 

as a result thereof. Nothing herein contained shall be construed as prohibiting Employer from pursuing any other legal or 

equitable remedies available to Employer due to a violation of the restrictions set forth in this Section, including monetary 

damages and relief. 

9. COVENANT NOT TO COMPETE 

A. Acknowledgments by Physician. Physician recognizes and acknowledges the following: 

i. Employer's decision to enter into this Agreement is induced primarily because of the covenants and assurances made by 

Physician in this Agreement; 

ii. Employer has devoted a considerable amount of time, effort, and expense to establish Employer's medical practice, 

patient base, and service agreements; 

iii. Employer's goodwill, medical practice, patient base, and service agreements are valuable assets of Employer, and, as a 

result of Physician's providing services under this Agreement, Physician will have access to Employer's proprietary and 

confidential information, patient base, and representatives of entities with which Employer contracts; 

iv. During the Agreement Term, Physician will not, directly or indirectly, participate in the unauthorized use, disclosure, or 

conversion of any confidential information or goodwill of Employer and will not use either for his or her sole benefit or 

for the benefit of any individual or entity other than Employer, or in any other way that harms Employer or diminishes 

the confidential information or goodwill to Employer; 

v. Irrevocable harm and damage will be done to Employer if Physician competes with Employer, solicits Employer's 

patients to become patients of Physician or others, or solicits representatives of entities with which Employer contracts to 

contract with Physician or with another organization other than Employer; 

vi. Physician's covenant not to compete and covenants not to solicit Employer's patients or contracts in this Section are 

necessary (i) to ensure the continuation of the business of Employer and the good reputation and goodwill of Employer, 

and (ii) to facilitate the enforcement of Physician's promises to ensure the confidentiality of information provided to 

Physician and to promote the goodwill of Employer; 

vii. To the extent Physician's covenant not to compete and covenants not to solicit Employer's patients or contracts in this 

Section contain limitations as to time, geographical area, or scope of activity to be restrained, those limitations are 




easonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of 

Employer; and 

viii. Although Physician is a medical doctor and Physician's livelihood depends on the professional experience and skill 

developed during Physician's professional practice, Physician's covenant not to compete and covenants not to solicit 

Employer's patients or contracts in this Section will not deprive Physician of the ability to earn a livelihood as a medical 

doctor and Employer has no intent to do so. 

B. Restrictive Covenant. Physician agrees and acknowledges that the covenants contained in this Section are reasonable and 

necessary for the protection of the interests covered in the fully enforceable and ancillary agreements contained in this 

Agreement, including, without limitation, the covenants contained in this Section. With the exception of the services and 

duties that Physician performs for Employer or on Employer's behalf pursuant to the terms of this Agreement, Physician 

agrees that during the Agreement Term and for a period of _______________(___) year(s) after the termination of the 

Agreement Term for any reason whatsoever, Physician shall not: i) Within a ________________ (____) mile radius of the 

Practice, as determined at the time of termination, (the "Restricted Territory") (a) engage in any medical practice, engage in 

any business, or perform any service, directly or indirectly, in competition with the medical services of Employer, (b) have 

any interest, whether as a proprietor, partner, employee, shareholder, principal, agent, consultant, director, officer, or in any 

other capacity or manner whatsoever, in any enterprise that shall so engage in medical services, or (c) have any financial 

interest in any inpatient or outpatient healthcare facility (other than a financial interest of less than five percent (5%) of the 

issued and outstanding stock of a publicly-traded corporation or a financial interest in a facility owned or operated by an 

Affiliate of Employer), in each case, that is located in, provides services in, or does any business whatsoever within, the 

Restricted Territory; or ii) Solicit, recruit or hire any person who is or was an employee of Employer or any of its Affiliates, 

whether for Physician's benefit or for others with whom Physician may become associated. 

C. Nonsolicitation of Employees. Within the Restricted Territory, Physician further agrees that for a period of time equal to 

one (1) year after termination of the Agreement Term for any reason whatsoever (including expiration), Physician shall not, 

within the Restricted Territory, solicit the services of any employee, consultant, or provider which renders services to, or for 

the benefit of, Employer or any of its Affiliates for Physician's use or benefit or for any other person's or company's use or 

benefit, or induce or help to induce any employee, consultant or provider that renders services to, or for the benefit of, 

Employer or any of its Affiliates to leave for other employment, without Employer's prior written consent. 

D. Nonsolicitation of Business. Within the Restricted Territory, Physician further agrees that for a period of time equal to one 

(1) year(s) after termination of the Agreement Term for any reason whatsoever (including expiration), Physician shall not, 

within the Restricted Territory, solicit, serve or accept any business from patients, insurance companies, managed care plans, 

employers or other customers of the business conducted by Employer or its Affiliates, for services competitive with those of 

Employer and the Practice or request, induce or advise patients, insurance companies, managed care plans, employers or 

other customers of the business as conducted by Employer to withdraw, curtail or cancel their business with Employer or 

assist, induce, help or join any other person or company in doing any of the above activities; 

E. No Running of Covenant During Breach. With respect to any restrictive covenant which applies after termination of this 

Agreement, if Physician violates such restrictive covenant and Employer brings legal action for injunctive or other relief, 

Employer shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of such 

restrictive covenant. Accordingly, after the termination of the Agreement Term for any reason, for any time period that 

Physician is in violation of the restrictive covenants set forth in this Section, such time period shall not be included in 

calculating any such restrictive covenant time period described in this Section. 

F. Buy Out and Alternative Application of Covenants. Provided that Physician is not terminated by Employer for cause 

pursuant to Paragraphs 6.A.i, 6.A.ii, or 6.A.iii ("Termination") hereof, in lieu of complying with the provisions of the 

Restrictive Covenant Section hereof, Physician may pay Employer the Buy-out Amount. The "Buy-out Amount" shall be the 

greater of (a) $_____________ (equivalent to Physician compensation during the first year of the Agreement Term), and (b) 

the fair market value of such provisions at the time of expiration or earlier termination of this Agreement as determined by an 

independent, third-party appraiser to be retained by Employer. In the event Physician chooses to pay the Buy-out Amount to 

Employer, such amount shall be paid to Employer in full, in cash or other immediately-available funds, within five (5) 

business days of Physician's provision of written notice to Employer of his/her election to pay the Buy-out Amount. 

Alternatively, and provided that Physician is not terminated by Employer for cause pursuant to Paragraphs 6.A.i, 6.A.ii, or 

Page 9 of 16

6.A.iii hereof, Employer agrees that the restrictive covenants of the Restrictive Covenant Section hereof shall be null and 

void and of no further force or effect in the event any one of the following occurs: (i) Employer discontinues providing the 

Specialty in the community served by the Practice; (ii) Physician enters the private practice of medicine either as a solo 

practitioner practice or in a group practice, provided that such practice does not affiliate with any entity that competes, 

directly or indirectly, with the business of Employer or any of its Affiliates, and provided that Physician remains on the 

medical staff of an acute care hospital located in the community served by the Practice (for purposes of this subsection (ii), 

joining the medical staff of an acute care hospital shall not be deemed as "affiliating" with such an entity); or (iii) Physician 

terminates this Agreement with cause pursuant to Paragraphs 6.B.i or 6.B.ii hereof; provided, however, that the forbearance 

specified in Subsection (ii) shall be available only at Employer's sole and absolute discretion. Notwithstanding the generality 

of the foregoing, neither the payment by Physician of the Buy-out Amount nor the satisfaction by Physician of one of the 

post-termination conditions specified in this Section shall relieve Physician from any other obligation arising under this 

Agreement. 

G. Continuity of Care. Notwithstanding any other provision of this Agreement to the contrary, if a patient with whom 

Physician maintains a physician-patient relationship has an acute illness at the time of termination of this Agreement, Physician 

shall not be prevented from providing continuing care and treatment to that specific patient during the course of such patient's 

acute illness. In such situations, however, Physician shall terminate his physician-patient relationship with such patient at the 

conclusion of the patient's acute illness. For purposes of this section, "acute illness" shall mean an affliction, injury, or illness 

that requires hospitalization or constant medical supervision and is expected to resolve within two weeks of the onset of signs or 

symptoms. 

H. Ancillary Agreement. The provisions and covenants of this Section shall survive termination of this Agreement and shall be 

construed as an agreement ancillary to the other provisions of this Agreement. 

I. Enforcement. The existence of any claim or cause of action of Physician against Employer, whether predicated on this 

Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the provisions and covenants of 

this Section. In the event of breach or threatened breach by Physician of any provision of this Section, Employer shall be 

entitled to (i) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction, such relief 

to be without the necessity of posting a bond; however, Physician agrees that in the event a bond is required if an injunction 

is sought by Employer, the agreed amount of the bond shall be no more than one thousand dollars ($1,000.00), (ii) recovery 

of all attorneys' fees and costs incurred by Employer in obtaining such relief, and (iii) any other legal and equitable relief to 

which Employer may be entitled, including, without limitation, any and all monetary damages that Employer may incur as a 

result of such breach or threatened breach. Employer may pursue any remedy available, including declaratory relief, 

concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of 

one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. If 

any provision contained in this Agreement is determined to be void, illegal, or unenforceable, in whole or in part, then the 

other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, 

illegal, or unenforceable had not been contained herein. If the restrictions in this Section are deemed unenforceable as 

written, the parties expressly authorize the court or arbitrator to revise, delete, or add to the restrictions contained in this 

Section to the extent necessary to enforce the intent of the parties and to protect Employer's goodwill, confidential 

information, and other business interests. 

10. FEES 

I. Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both 

parties on that basis. Should Physician challenge any provision, however, as unclear, unenforceable, or inapplicable to any 

competitive activity that Physician intends to engage in, Physician first shall notify Employer in writing and meet with an 

Employer representative and a neutral mediator (if Physician elects to retain one at his or her expense) to discuss resolution 

of any disputes between the parties. Physician shall provide this notification at least fourteen (14) days before Physician 

engages in any activity on behalf of him/herself or a competing entity or engages in other activity that could foreseeably fall 

within a questioned restriction. The failure to comply with this requirement shall waive Physician's right to challenge the 

reasonable scope, clarity, applicability, or enforceability of this Agreement and its restrictions at a later time. All rights of 

both parties will be preserved if the early resolution conference requirement is complied with even if no agreement is 

reached in such conference. 

A. Fees for Services. Except as otherwise may be provided in Section 3.G, all fees, compensation, monies, and other things of 

value received or realized as a result of the rendering of medical services by Physician, pursuant to this Agreement, shall 


elong to and be paid and delivered to Employer. Remuneration received by Physician from business activities unrelated to 

the practice of medicine, which do not interfere or conflict with the terms of this Agreement, or with the applicable 

provisions of this Agreement, may be retained by Physician, so long as such activity is approved in advance by Employer, 

and is not performed in the capacity of serving as an employee of Employer. 

B. Setting of Fees. Employer shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be 

charged patients, even though such patients may be treated by Physician in the course of Physician's employment by 

Employer. In all cases, such charges shall be comparable with the usual and customary charges for similar services in the 

local community. Employer shall determine whether and upon what terms Physician and Employer shall participate in any 

program or contract, whether government-sponsored or privately-sponsored. 

C. Power of Attorney. Physician does hereby appoint Employer as Physician's attorney-in-fact to execute, deliver or endorse 

checks, applications for payment, insurance claim forms or other instruments required or convenient, as determined by 

Employer in its sole discretion, to fully collect, secure or realize all sums lawfully due to Employer, for services rendered by 

Physician under this Agreement during the Agreement Term. The power of attorney is coupled with an interest, is irrevocable 

and shall survive expiration or termination of this Agreement. 

D. Billing and Collection. Physician agrees that, during the Agreement Term, Physician shall not bill to or collect from any 

patient or third party payor any amount for services rendered hereunder. Physician hereby irrevocably assigns and grants to 

Employer the right to bill and collect from patients or third party payors for all services rendered by Physician hereunder, 

regardless of the location where any such services may be rendered by Physician. Physician agrees to execute any and all 

documents deemed necessary or desirable by Employer to carry out the provision of this Section. Unless otherwise agreed by 

Physician, all billing and collection activities shall be conducted as part of the regular business operations of the Practice. 

Such procedures shall include, but not be limited to, sending bills, filing insurance claims, and making phone calls. Physician 

shall complete billing and charge information on all patients, even if Physician desires to waive or discount charges. If 

Physician wishes to waive or discount any charges on any patient for Physician's services, Physician shall not do so without 

the consent of Employer unless such waiver or discount is within Employer's established policy guidelines. 

E. Accounting Reports and Review. Employer shall have available for Physician lists of fees charged for particular services 

for particular payors and shall update these lists on a regular basis as fees and payors change. Employer also shall provide to 

Physician, on a monthly basis, production reports which list the billings attributable to services provided by Physician and in 

the Practice, the collections in connection with the services provided by Physician and the Practice, and accounts receivable 

in connection with provision of said services, such reports to be provided within thirty (30) days after the applicable month to 

which such reports relate. 

11. LIMITATIONS OF AUTHORITY 

A. Physician agrees not to enter into any transactions on Employer's behalf without the express written consent of Employer, 

including, but not limited to, the following actions: 

i. Pledge the credit of Employer or any of its other employees; 

ii. Bind Employer under any contract, agreement, note, mortgage or other agreement; 

iii. Bind, release, or discharge any debt due Employer; or 

iv. Sell, mortgage, transfer or otherwise dispose of any assets of Employer. 

B. Physician shall hold Employer harmless from any loss attributable to a violation of this covenant. Notwithstanding anything 

to the contrary in this Section, Physician shall advise and assist Employer in securing and retaining contracts in the name and 

for the account of Employer with such individuals or entities necessary for the proper and efficient functioning of Employer. 

12. NOTICE 

A. All notices required or permitted to be given under the terms of this Agreement shall be in writing, and shall be effective 

upon delivery if delivered to the addressee in person, effective three (3) business days after mailing if mailed by certified 

mail, postage prepared, return receipt requested, or effective the next business day if delivered by overnight courier with 

charges prepaid, as follows: 

If to Employer: 

H2U Wellness Centers, LLC 




Attn: Brian Jones, Vice President 

3322 West End Avenue, Suite 400 

Nashville, Tennessee 37203 

With Copy to: 

One Park Plaza 

P O Box 550 

Nashville, TN 37202-0550 

Attn: General Counsel 

If to Physician: 

Name___________ 

Address_________ 

or to such other address as either party shall have designated for notices to be given to him or it in accordance with this 

Section. 

13. MISCELLANEOUS 

A. Recitals. The recitals are true and correct and are incorporated herein in their entirety. 

B. Severability. If any provision of this Agreement shall be held invalid, illegal, or unenforceable for any reason or in any 

respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remainder of this 

Agreement shall nevertheless remain in full force and effect. If any provision of this Agreement shall be held invalid or 

unenforceable under any particular circumstances, it shall nevertheless remain in full force and effect in all other 

circumstances. 

C. Assignment. Employer may assign all of its rights and duties under this Agreement without recourse to any Affiliate or to 

any entity that purchases all or substantially all of the operating assets of Employer, provided that any such assignment shall 

not abrogate any compensation of Physician. Physician may not assign his/her rights or duties herein without the prior written 

consent of Employer. Any such assignment by Physician without the prior written consent of Employer shall be null and 

void. This Agreement may otherwise be assigned upon the written agreement of both parties. 

D. Offset. Employer hereby is authorized to offset any sums owed by Physician to Employer hereunder, or owed by Physician 

to any Affiliate of Employer under any arrangement, against Physician Compensation or against any other sums payable to 

Physician by Employer or by any Affiliate of Employer. 

E. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws 

of the state in which the Practice is located. Any action or claim arising from, under or pursuant to this Agreement shall be 

brought in the courts, state or federal, within the state in which the Practice is located, and the parties expressly waive the 

right to bring any legal action or claims in any other courts. The parties hereto hereby consent to venue in any state or federal 

court within the state in which the Practice is located having jurisdiction over the County for all purposes in connection with 

any action or proceeding commenced between the parties hereto in connection with or arising from this Agreement. 

F. Arbitration. Except as to the provisions contained in Sections 8 and 9, the exclusive jurisdiction of which shall rest with a 

court of competent jurisdiction in the state in which the Practice is located, any controversy or claim arising out of or related 

to this Agreement, or any breach thereof, shall be settled by arbitration in the County, in accordance with the rules and 

procedures of alternative dispute resolution and arbitration established by the Alternative Dispute Resolution Service of the 

American Health Lawyers Association ("AHLA"), and judgment upon any award rendered may be entered in any court 

having jurisdiction thereof. Such arbitration shall be conducted before a single AHLA arbitrator selected jointly by the 

parties, or in the event the parties are unable to agree, designated by the AHLA. To the extent permitted by law, the Parties 

hereby jointly and severally waive any and all right to trial by jury in any action or proceeding arising out of or relating to 

this Agreement, or the obligations hereunder. The Parties each represent to the other that this Waiver is knowingly, willingly 

and voluntarily given. This provision does not preclude Employer from filing any cross-claim or third-party claim against 

Physician in a court of law as a result of litigation initiated against Employer by a third party. 



G. Waiver. Any waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a 

waiver of any other provision hereof and shall not be effective at all unless in writing. A waiver of any of the terms and 

conditions hereof shall not be construed as a general waiver by either party, and such waiving party shall be free to reinstate 

any such term or condition, with or without notice to the other party. 

H. Entire Agreement/Amendment. This Agreement contains the entire agreement between the parties hereto and supersedes 

all prior agreements, whether oral or in writing, with respect to the subject matter hereof. No change, addition, or amendment 

shall be made except by written agreement executed by all of the parties hereto. This Agreement shall be binding upon and 

inure to the benefit of the parties hereto and their respective successors and assigns, subject to the restriction on assignment 

set forth above. 

I. Survival. The provisions of this Agreement, including but not limited to Sections 8 and 9, shall survive the termination of 

Physician's relationship with Employer and the assignment of this Agreement by Employer to any successor or assign. 

J. Confidentiality. Except as otherwise required by law, Physician hereby agrees to hold in the strictest confidence all of the 

terms and conditions set forth herein; provided, however, that Physician may disclose the terms hereof to his/her attorneys, 

accountants and other financial and legal advisors as reasonably necessary. Failure to do so, at the discretion of Employer, 

may constitute cause for immediate termination of this Agreement. 

K. Expenses. Each party to this Agreement shall pay its own costs and expenses in connection with the transaction 

contemplated hereby. 

L. Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed an original, 

and all of which together shall constitute one and the same instrument. Any signatures on behalf of Facility required by this 

Agreement or written approval required hereunder may be electronic signatures in accordance with law. 

M. Binding Effect. This Agreement shall not become effective or legally binding upon either party until signed by both 

Employer and Physician. 

N. Intellectual Property. All patents, formulae, ideas, inventions, processes, copyrights, know-how, proprietary information, 

trademarks, trade names, or other developments for future improvements to patients that are conceived or worked on by 

Physician while he or she is an employee under this Agreement are the property of Employer, and all royalties, fees or other 

income attributable thereto shall be the sole property of Employer, and Physician shall have no right thereto. 

O. Duty to Defend and Indemnify. To the extent not covered by liability insurance carried by the parties, each party shall be 

solely responsible for its own claims, liabilities, damages, injuries, suits, demands, and expenses of all kinds (including, 

without limitation, attorneys' fees and court costs), that may result or arise from tortious criminal, or discriminatory conduct 

by such party, or by any member, partner, employee, representative, agent, or contractor of such party, and such party shall 

defend, indemnify, and hold harmless the other party and any members, partners, employees, agents, representatives, and 

contractors of the other party from and against such losses or damages. In the event that a claim is made against both parties, 

it is the intent of both parties to cooperate in the defense of such claim and to cause their insurers to do likewise. Physician 

agrees to cooperate in all litigation matters affecting Employer to the extent Physician does not have a conflict of interest. 

P. Use of Physician's Name. In consideration of the salary, bonuses, and benefits as set forth in Section 4 hereof, Physician 

hereby grants Employer the exclusive right to use his or her name and likeness in any lawful advertising and marketing 

conducted by Employer without any additional compensation or remuneration to Physician. 

Q. Medicare Access. Upon written request of the Secretary of Health and Human Services or the Comptroller General or any of 

their duly authorized representatives, Physician shall make available to the Secretary or Comptroller General those contracts, 

books, documents, and records necessary to verify the nature and extent of the cost of providing his/her services. If Physician 

carried out any of the duties of this Agreement with a value of $10,000.00 or more over a twelve (12) month period through a 

subcontract with a related individual or organization, Physician shall include this requirement in all such subcontracts. The 

parties agree that any attorney-client, accountant-client, or any other legal privilege shall not be deemed waived by virtue of 

this section. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below. 

PHYSICIAN: 

[[ContractorName]] 


_______________________________________________________ Date:_____________________ 

(Signature) 

EMPLOYER: 

H2U Wellness Centers, LLC d/b/a West Palm Beach-First OnSite 

By: Brian Jones Date: ______________ 

Vice President 


A. COMPENSATION 

(Base Salary Compensation Model) 

EXHIBIT A. 

PHYSICIAN COMPENSATION 

i. Employer shall pay Physician an annual salary of $__________ per year ("Salary"), payable in bi-weekly installments of 

$_________ at the same frequency as payments by the Employer or other employees of the Employer who are exempt 

from overtime wages. The Salary payments shall be conditioned upon Physician's maintaining an annual threshold of 

$___________ in Net Revenue as defined below (hereinafter, the "Threshold"). The salary payments shall be subject to 

all state and federal withholding taxes and any other applicable benefits. 

ii. Each quarter during the Agreement Term, Physician’s Net Revenue will be averaged, and such average will be compared 

to the Threshold. In the event that the average of Physician’s Net Revenue is less than the Threshold for two consecutive 

quarters, Physician’s Salary shall be reduced within fifteen (15) days, effective as of the first pay period of the current 

quarter, by a percentage equal to the average percentage shortfall between Physician’s Net Revenue and the Threshold 

for such two quarters. In the event that the average of Physician’s Net Revenue exceeds the Threshold for two 

consecutive quarters, Physician’s Salary shall be increased within fifteen (15) days, effective as of the first pay period of 

the current quarter, by a percentage equal to the average percentage excess of Physician’s Net Revenue over the 

Threshold for such two quarters. 

iii. Notwithstanding the generality of the foregoing, at no time during the Agreement Term shall Physician Compensation 

exceed fair market value (“FMV”). Accordingly, Employer may conduct an FMV analysis of Physician Compensation 

during the term hereof and will reduce Physician Compensation after completion of such analysis if necessary to reflect a 

reduction in FMV. 

iv. Capitation Payments is defined as all accrued revenues determined on a per capita or per member basis for physicianrelated 

services for which Physician is designated the designated primary physician for the covered individual or 

member, provided, however, that any accruals for covering, specialty or services provided by other physicians or other 

at-risk services (i.e., ancillary services, outpatient services, etc.) shall be excluded from the definition of “Capitation 

Payments,” and Capitation Payments shall be reduced by a reasonable reserve for claims incurred but not reported. 

Unless otherwise agreed in writing, Capitation Payments shall be pooled on a group basis among Physician and like 

compensated physicians assigned to the Practice, and allocated among said physicians and Physician. 

v. Net Revenue is defined as Gross Revenue minus Contractual Allowances and allowances for bad debt. Gross Revenue is 

defined as (i) charges for patient services provided after the Effective Date in the Practice locations(s) that are generated 

on behalf of the Practice as a result of professional medical services personally furnished to patients by Physician, (ii) 

Capitation Payments, (iii) revenues from testing, clinical trials and other drug research studies, and (iv) the professional 

component (but not the technical component) of revenue generated from the provision by Practice or any other Entity of 

ancillary services, supplies, or “designated health services” to Physician’s patients (as such term is defined at 42 C.F.R. § 

411.351, as such section may be amended from time to time after the date hereof) or on the “List of CPT/HCPCS Codes 

Used to Describe Certain Designated Health Services Under the Physician Referral Provisions (Section 1877 of the 

Social Security Act)” as published by the Centers for Medicare and Medicaid Services from time to time after the date 

hereof, regardless of whether such services are rendered in an inpatient or outpatient setting and regardless of whether 

services are rendered to HMO, PPO, Medicare, Medicaid or other patients. Gross Revenue shall not include the technical 

component of revenue generated from the provision by Practice or any other Entity of ancillary services, supplies, or 

“designated health services” to Physician’s patients. Contractual Allowances and allowances for bad debt are defined as 

the value of services performed for which payment is not expected, as calculated on an accrual basis by Employer in 

accordance with generally accepted accounting principles, including, without limitation, adjustments relating to charge 

restrictions imposed by Medicare, such as the difference between the full undiscounted charge and the Medicare limiting 

charge, contractual adjustments required by third party payors, and other adjustments such as charitable, professional 

courtesy and employee discounts. 

B. OTHER 

i. Physician shall be entitled to _____ days of leave per year (to be pro-rated for partial years). Leave is to be used for 

personal time, vacation time, and holidays. Unused days of leave cannot be carried over to the following calendar year. 

Leave may not be cashed out at any time, including at termination of employment. In addition, Physician shall be entitled 



to use up to ____________ (_____) regular work days per calendar year for the purpose of attending medical 

conventions and/or continuing medical education seminars. All leave shall be pre-approved by Employer including, but 

not limited to, personal time, vacation, holidays and continuing medical education seminars. Physician agrees that all 

leave shall be scheduled to accommodate the needs of Employer. 

ii. In accordance with its policies, Employer shall reimburse Physician for Physician's attendance at medical conventions 

and/or seminars (including, but not limited to, registration, travel, lodging and meals), business-related cellular 

telephone, and/or pager expenses. 

iii. Physician shall be eligible for a productivity bonus based upon ____percentage (%) of base salary. Productivity criteria 

include: 

a. Patient Satisfaction 

b. Critical outcomes 

c. Other criteria agreed upon by client and First OnSite and/or recommended by First OnSite 




Effective Date Chapter 5 

May 05, 2003 General 

Policy 5-1 

AUTHORITY 

TRAVEL POLICY 

This administrative policy is made pursuant to City Charter, Section 3.01(12) and is in keeping 

with the provisions of Florida Statutes Section 112.061, as modified by City ordinance. 

POLICY STATEMENT 

Travel must be for a public purpose and authorized in advance. Transportation for higher 

education is not a public purpose under this policy. 

PURPOSE 

The purpose is to provide a method for travel authorization and to set forth criteria and 

guidelines for travel and related expense reimbursement. 

SCOPE OF APPLICABILITY 

This policy applies to all travelers including elected officials, employees, or others approved by 

the Mayor. Where provisions of this policy conflict with a collective bargaining agreement, the 

collective bargaining agreement will prevail. 

DEFINITIONS 

A. Common Carrier - Train, bus, commercial airline operating scheduled flights, or rental 

cars. 

B. Immediate Vicinity – An area within 20 miles from the official headquarters to the 

destination. 

C. Official Headquarters – City Hall or another City location where the employee reports 

to work on a normal workday. 

D. Travel - Authorized official business away from the immediate vicinity. 

E. Travel Expense – Lodging, meals, transportation, gas purchased when using City car, 

mileage when using a personal vehicle, tolls, parking fees and other incidental expenses 

incurred when traveling. 

SECTION I - AUTHORITY TO INCUR TRAVEL EXPENSES 

All travel, except by the Mayor, a City Commissioner or the City Administrator, must be 

authorized in advance by the appropriate department director or designee. All travel by 

department directors must be approved by the City Administrator or an Assistant City 

1

2 

Chapter 5 

General 

Policy 5-1 

Administrator. All travel by Assistant City Administrators must be approved by the City 

Administrator or the Mayor. 

SECTION II – MEAL ALLOWANCE 

Allowances for meals will be based on the following schedule: 

Breakfast – When travel begins before 6 a.m. and extends beyond 8 a.m. 

Lunch – When travel begins before 12 noon and extends beyond 2 p.m. 

Dinner – When travel begins before 6 p.m. and extends beyond 8 p.m. or when travel 

occurs during nighttime hours due to special assignments. 

No allowance will be made for meals when travel is confined to the immediate vicinity. No one, 

whether traveling in the state or out of the state, will be reimbursed for any meal or lodging 

included in a convention or conference registration fee that was paid by the City. Continental 

breakfasts, receptions, and airline food are not considered meals. 

SECTION III - TRANSPORTATION 

A. Transportation must be by a usually traveled or most direct route. If a person travels by 

an indirect route or any preferred class for one’s own convenience, the traveler will pay 

the extra costs. 

B. Transportation must be by the most economical and efficient means of travel, keeping in 

mind: 

� The nature of the business; 

� The time of the traveler, impact on the productivity of the traveler, cost of 

transportation, and other allowable expenses; and 

� The number of persons making the trip and the amount of equipment or material 

to be transported. 

C. Mode of Transportation: 

Transportation must be justified on the “Travel Request” form. 

1. City Vehicle – will be used by a traveler on official business when one is 

available and the use is feasible. 

2. Planes, Trains, Buses, etc. – will be used by a traveler when most economical 

and feasible. Only “coach class” fare will be paid by the City. 

3. Rental Car – may be used by a traveler only when most economical and 

absolutely necessary. Justification must be pre-approved on the “Travel Request” 

Formatted: Indent: Left: 0.25", 

Numbered + Level: 1 + Numbering 

Style: A, B, C, … + Start at: 1 + 

Alignment: Left + Aligned at: 0" + 

Tab after: 0.25" + Indent at: 0.25" 


Hanging: 0.31", Numbered + Level: 

1 + Numbering Style: A, B, C, … + 

Start at: 2 + Alignment: Left + 

Aligned at: 0" + Tab after: 0.25" + 

Indent at: 0.25" 

Formatted: Indent: First line: 0.5", 

Bulleted + Level: 1 + Aligned at: 0" 

+ Tab after: 0.25" + Indent at: 

0.25" 




0.25", Tabs: Not at 0.25" 




0.25" 



Style: A, B, C, … + Start at: 3 + 





1 + Numbering Style: 1, 2, 3, … + 



Indent at: 0.25", Tabs: 1", List tab 

+ Not at 0.25"

3 

Chapter 5 

General 

Policy 5-1 

form. 

4. Privately Owned Vehicles – may be used by a traveler on official business, in 

lieu of City owned vehicles or common carrier, if pre-approved on the “Travel 

Request” form. When authorized, the driver will be compensated for mileage at a 

fixed rate per mile as shown in Appendix 1, not to exceed the cost of travel by 

common carrier. 

� Reimbursement will not be allowed for expenditures related to the 

operation, maintenance, and ownership of the privately owned vehicle. 

� The traveler will be compensated for miles driven on official business. 

� While at the travel destination, actual mileage may be allowed if driving is 

necessary and a satisfactory explanation is provided. 

� Odometer readings or mileage as published by the Department of 

Transportation is required for claiming mileage. 

� Only one person per vehicle may be compensated for mileage. 

D. If a traveler uses a common carrier and personally pays for the transportation, proof of 

payment must be provided. 

SECTION IV – LODGING 

Overnight accommodations may be allowed when a traveler leaves the immediate vicinity to 

attend an event, such as a conference or training. Accommodations may be approved for the last 

day of the event if the traveler is expected to return home after 10:00 p.m. Accommodations 

may be approved for the night before an event if the traveler needs to begin travel before 6:00 

a.m. in order to reach the destination at the required time. 

The point of origin is as follows: 

� On a workday, the point of origin is the traveler’s residence or official headquarters, 

whichever is closer to the destination. 

� On a non-work day, the point of origin is the traveler’s residence. 

The maximum rate allowable for a traveler is single-occupancy unless additional people who 

stay in the room are also authorized City travelers. 




0.25", Tabs: 1.44", List tab + Not at 

0.25" 






Indent at: 0.25", Tabs: 0.56", List 

tab + Not at 0.25" 




0.25" 


Hanging: 1.25", Bulleted + Level: 1 

+ Aligned at: 0" + Tab after: 0.25" 

+ Indent at: 0.25"

SECTION V- MISCELLANEOUS PROVISIONS AND REGULATIONS 

4 

Chapter 5 

General 

Policy 5-1 

The City allows reimbursement for some miscellaneous expenses but excludes others. The 

reimbursable expenses must be authorized, actually paid for by the traveler, and supported by 

receipts. 

A. Reimbursable Expenses 

1. Reasonable taxi or shuttle fare. 

2. Ferry fares; and bridge, road, and tunnel tolls. 

3. Parking fees or emergency car storage. 

4. Communication expenses (Must be documented as official business). 

5. Gasoline and oil while driving City owned vehicles or rental cars. 

6. Convention, conference or training course registration fees. 

7. Room taxes when documented on a hotel bill. All travelers should use the Tax-Exempt 

Certificate for accommodations in Florida. 

B. Non-Reimbursable Expenses 

1. Tips and gratuities. 

2. Laundry and dry cleaning. 

3. Personal and local telephone calls. 

C. Incidental Expenses 

For overnight travel, an allowance of $2.00 per day may be claimed, without receipts, for 

incidental expenses that are not reimbursable by the City as actual expenses. 

SECTION VI – TRAVEL FORMS 

A. Travel Request 

The “Travel Request” is used to pre-approve all travel except travel by the Mayor, a City 

Commissioner, or the City Administrator. Any special circumstances must be justified on the 

form and a cost-comparison provided. 

A copy of the form and appropriate attachments must be included with every form FN121 that is 

submitted to the Finance Department to request direct payment of travel expenses. The original 

must be submitted with the “Travel Expense Report” after the travel has been completed. 

Formatted: Indent: First line: 0", 


Style: 1, 2, 3, … + Start at: 1 + 





Style: 1, 2, 3, … + Start at: 1 + 



Formatted: Indent: Left: 0", 

Hanging: 0.5", Numbered + Level: 1 

+ Numbering Style: A, B, C, … + 



Indent at: 0.25" 

Formatted: Indent: First line: 0", 


Style: 1, 2, 3, … + Start at: 1 + 


Tab after: 0.25" + Indent at: 0.25"

B. FN121 – Direct Payment 

5 

Chapter 5 

General 

Policy 5-1 

FN121 is used to request advance payment of registration fees, hotel room, and plane fare. An 

invoice or written cost estimate must be provided. 

The form may also be used for pre-travel reimbursement of personally paid expenses; written 

proof of payment must be provided. 

C. FN118 – Travel Expense Report 

FN118 “Travel Expense Report” is used to provide a mandatory detailed record of all expenses 

for travel that is financed through expenditure of City funds. All travelers must submit FN118 to 

the Director of Finance within ten business days after returning from their trip. 

Every traveler must complete this form even if all expenses were paid prior to the travel and no 

money is owed either to the City or to the traveler. 

If a traveler does not submit this form or if the Finance Department does not approve it, the 

entire amount paid by the City will be reported to the IRS as personal, taxable income. 

All information about the travel and every allowable expense must be provided in the appropriate 

sections of the form. 

If reimbursement is requested for personally paid expenses, receipts or other proof of payment 

must accompany the expense report. 

D. Local Mileage Reimbursement Report 

The “Local Mileage Reimbursement Report” is used to request payment when the only travel 

expense is mileage. 

� The driver must use a personal vehicle. 

� The distance must be 20 miles or less between locations. 

� Odometer readings and justification must be provided. 

Policy 5-1 is effective on this ______ day of ______________, 2003. 

___________________________ 

Lois J. Frankel 

Mayor 

Formatted: Indent: Left: 0", 





Indent at: 0.25", Tabs: 0.31", List 

tab + Not at 0.25" 

Formatted: Indent: First line: 

0.06", Bulleted + Level: 1 + Aligned 

at: 0" + Tab after: 0.25" + Indent 

at: 0.25"

Effective Date Chapter 5 

January 1, 2011 General 

Policy 5-1 

Appendix 1 

RATES FOR MEALS AND MILEAGE 

The Travel Policy of the City of West Palm Beach, Florida is set forth by City ordinance. 

The mileage reimbursement is set as the mileage rate of the Internal Revenue Service. 

The current reimbursement amounts (effective January 1, 2011) are: 

Breakfast $ 5.00 

Lunch 9.00 

Dinner 18.00 

Mileage $ .51 

Incidental Expenses $ 2.00 

Mileage rates in effect under this policy: 

February 20, 2002 - December 31, 2002: .345 

January 1, 2003 – December 31, 2003 .36 


January 1, 2005 – August 31, 2005 .405 

September 1, 2005 – December 31, 2005 .485 



January 1, 2008 – June 30, 2008 .505 

July 1, 2008 – December 31, 2008 .585 



January 1, 2011 .51

Hiring Processes – Credentialing & Background 

Investigatons 


First Onsite verifies the credentials, experience and background of all prospective clinic 

staff members prior to an offer of employment. Reference checks are performed for 

three references by telephone using the First Onsite Reference Form, which can also be 

faxed or emailed when necessary. A background check is run to determine criminal, 

financial, and sex offender status. Personality profiles are performed for management 

level candidates using the DISC, Providers AI, and TTI methods. 

Limitations on Employment Policy 

SCOPE: Employees in all facilities affiliated with the Company including, but not limited to, 

hospitals, clinics, ambulatory surgery centers, home health agencies, physician practices and all 

Corporate Departments, Divisions, and Groups. 

PURPOSE: To define the legal or ethical limitations that may exist in establishing an 

employment relationship with an individual and the responsibility of the hiring manager to 

recognize these issues in the hiring process. 

POLICY: 

1. Hiring of Former Fiscal Intermediary Personnel 

a. To ensure compliance with 42 CFR 420.203 and the disclosure of hiring former 

employees of fiscal intermediaries, Human Resources will notify the Secretary of Health 

and Human Services of the hiring of persons who had been employed in a managerial, 

accounting, auditing or similar capacity by a fiscal intermediary during the previous 12 

months. 

b. Human Resources will send the letter of notification within 30 days of the first day of 

employment. 

2. Prohibition Against Employment of Ineligible Persons 

a. For purposes of this policy, an “Ineligible Person” shall be any individual or entity that: 

i. is currently excluded, suspended, debarred or otherwise ineligible to participate in 

Federal health care programs; 

ii. Has been convicted of a criminal offense related to the provision of health care items 

or services but has not yet been excluded, debarred, or otherwise declared ineligible; 

or 

iii. is currently excluded on a state exclusion list. 

b. No Company-affiliated facility, including hospitals, ambulatory surgery centers, home 

health agencies, and physician practices will make an offer of employment to an 

applicant who is listed as an Ineligible Person. 

c. All applicants are required to answer the following question on the application for 

All rights reserved. This document contains proprietary and confidential information which may not be reproduced or shared without the written consent of First Onsite. 1


employment: Are you currently excluded, suspended, debarred or otherwise ineligible to 

participate in the Federal health care programs, or have you been convicted of a criminal 

offense related to the provision of health care items or services but not yet been excluded, 

debarred, or otherwise declared ineligible? 

d. Each employee of a Company-affiliated facility must disclose immediately any 

debarment, exclusion or other event that makes him or her an Ineligible Person. 

e. All Company-affiliated facilities, including hospitals, ambulatory surgery centers, home 

health agencies, and physician practices must immediately terminate any current 

employee who is listed as an Ineligible Person. 

3. Employment of Minors 

Normally, candidates for employment must have reached their eighteenth birthday. However, persons who have reached their sixteenth 

birthday may be considered for employment within the limits of state and federal law. 

4. Employment of Relatives and employees with common domicile 

a. Employment of immediate family members and employees with common domicile at 

Company-affiliated facilities may cause the perception of inequitable hiring practices and/or 

conflicts of interest by fellow employees or others. Therefore, prior written approval must 

be obtained from a manager one level above the hiring manager and may only be approved 

after determining that such employment will not create the appearance of a conflict of 

interest or have other adverse consequences to business operations. Immediate family is 

defined as spouse, parent, parent-in-law, brother, sister, child, step-child and grandparent; 

common domicile is the same legal residence. 

b. Members of an immediate family or employees with common domicile shall not supervise 

one another directly. 

c. Members of an immediate family or employees with common domicile shall not supervise 

one another indirectly without prior written approval from a senior manager at least one 

level above the hiring manager. 

d. If marriage, promotion or other action creates a supervisory relationship among related 

employees or employees with common domicile, one of the related employees or 

employees with common domicile must either resign or transfer in order to resolve the 

situation within one calendar month. 

e. No Company affiliated facility shall employ a relative or an individual with common 

domicile of its Human Resources Director or any member of Senior Management without 

written approval of a senior manager at least one level above the hiring manager. 

5. Use of Contract Personnel 

a. Contracts with independent contractors should be reviewed in advance by the Legal 

Department. Generally, if an individual is subject to the Company’s control or direction 

only regarding end results (and not as to the details by which those results are 

accomplished), the individual may be classified as an independent contractor. 

b. The agreement should include the Federal Tax ID number and the proof of workers 

compensation insurance certificate. 

DEFINITION 

SanctionCheck.com is the Compliance Concepts, Inc. (CCI) website that enables Companyaffiliated 

facilities to verify exclusions using an individual name or a batch file of multiple 



individuals that is processed against the OIG Sanction Report and the GSA List at the same time. 

Instructions for individual and batch search using SanctionCheck.com are on the website at 

http://app.sanctioncheck.com. 

PROCEDURE: 

1. Hiring of Former Fiscal Intermediary(FI)/Medicare Administrative Contractor (MAC) 

Personnel 

a. In the event a facility hires a former FI/MAC employee, the Human Resources Director 

will prepare a letter similar to the attached example and forward it to the Department of 

Health and Human Services. 

b. The Human Resources Director will retain a copy of the letter to be available during a 

survey or certification visit. A copy will also be placed in the employee’s personnel file. 

2. Prohibition Against Employment of Ineligible Persons 

a. Screening Prior to Employment. 

i. Prior to hiring or re-hiring an employee, the Human Resources Director or designee 

must ensure that the individual being considered for employment has been checked 

against the: 

(a) General Service Administration’s List of Parties Excluded from Federal Programs 

(the “GSA List”); 

(b) HHS/OIG List of Excluded Individuals/Entities (the “OIG Sanction Report”); and 

(c) Any applicable state exclusion list. 

ii. The Human Resources Director or designee or the vendor providing background 

investigations will compare the name and address of each potential candidate for 

employment to the GSA List and the OIG Sanction Report. Should an individual 

appear on either the GSA List or the OIG Sanction Report, the Company may not 

employ that individual. 

iii. The GSA List and the OIG Sanction Report are on the Internet in searchable formats at, 

respectively: 

� http://epls.arnet.gov ; and 

� http://exclusions.oig.hhs.gov. 

� Alternatively, both lists may be searched simultaneously at: 

http://app.sanctioncheck.com. This is the recommended method of conducting 

ineligible persons searches. 

b. Screening Subsequent to Employment. 

i. Corporate Office-Based Screening. 

(a) On a monthly basis, Corporate Information Technology & Services (IT&S) 

will compare the Company’s employee database against the GSA List and the 

OIG Sanction Report and provide the report of the comparison, which lists 

potential matches, to the Corporate Human Resources’ VP, Employee 

Relations. 

(b) The VP, Employee Relations is responsible for confirming the match by 

reviewing the GSA list on a semi-annual basis and the OIG list on a monthly 



basis. 

(c) If an employee is an Ineligible Person on either list, the VP, Employee 

Relations will notify the HR Director at the facility which employs the 

Ineligible Person. 

(d) The HR Director must terminate the employment relationship with that 

individual. 

(e) The VP, Employee Relations will report the match and the action taken by the 

facility to the VP, Reimbursement and Director, Internal Compliance 

Reporting 

ii. Facility-Based Screening. 

(a) Facilities located in states which maintain a state exclusion list must search the 

state exclusion list on a monthly basis to ensure that no employee is an ineligible 

person. 

(b) If an employee is an Ineligible Person on the state list, the HR Director must 

terminate the employment relationship with that individual. 

(c) A list of states with exclusion lists is available on Atlas. 

c. Each employee must immediately disclose to his or her supervisor any debarment, 

exclusion or other event that makes the employee an Ineligible Person. The supervisor 

must report such disclosures to the HR Director, and the HR Director must terminate the 

employment relationship with that individual. 

d. The HR Director must notify the facility’s Division Reimbursement Manager to address 

potential cost reporting issues and report the disclosure or match and subsequent actions, 

including the final disposition, to the facility Ethics and Compliance Officer (ECO). 

e. If the ineligible person is a Corporate payroll employee, the VP, Employee Relations, will 

work with the Corporate Reimbursement department to address cost reporting issues, and 

report the match or disclosure and subsequent actions, including the final disposition, to 

the Director, Internal Compliance Reporting. 

f. Documentation: 

i. Whenever a search of the GSA List, the OIG Sanction Report, or applicable state 

exclusion list is conducted by the background investigation vendor or a facility 

undertakes to confirm a possible match, the search results must be documented and 

copies of the search information should be maintained in an electronic file, 

separate file or in a master exclusion verification file filed by year and 

alphabetized for applicants not employed. 

ii. Documentation required for searches performed on SanctionCheck.com: 

a) Documentation required when batch file results from SanctionCheck.com indicate a possible 

OIG or GSA List match: 

� A Batch Summary Report must be printed. 

� An individual certificate summary must be printed for all “Positive Matches Only” (both 

OIG and GSA positive matches). 

b) Documentation required regardless of SanctionCheck.com search results: 

� The “All Names Submitted” file must be downloaded when the Batch Results page 

displays. 

� The list used to develop a batch search must be printed and saved. 

iii. Electronic storage is also an acceptable storage option provided the documents are 

readily available on demand. A procedure for backing up documents in the event 

of system malfunction should be established to ensure accessibility. 

iv. All records regarding ineligible persons search results must be maintained 



according to the Company’s record retention schedules (i.e., five (5) years). 

v. All Company-affiliated facilities must comply with the Records Management 

Policy, EC.014. 

3. Hiring of Relatives 

a. Before extending an offer of employment to the relative or to an individual with common 

domicile of an existing employee, the manager should consult with Human Resources to 

ensure proper written approval is obtained and that there will be no appearance of or actual 

conflict of interest. 

b. In situations where Human Resources believe a perceived or actual conflict will exist, 

Human Resources should consult with the local ECO before a final decision is made. 

4. Independent Contractors and Employees of Staffing Agencies or Contracted Service Entities 

All contract labor vendors for clinical and administrative staffing (i.e., “Subjects” as defined in 

policy HR.OP.002, excluding students and volunteers) are to be contracted and managed by 

All About Staffing. Contract labor which falls within the definition of “Other Contract 

Worker” as defined in policy HR.OP.002 will continue to be managed by affiliated facilities 

and are excluded from the requirements set forth below (i.e., are not subject to ineligible 

persons screening). 

All About Staffing will compare its independent contractors, employees of staffing agencies or 

contracted service entities, as appropriate, to the GSA and OIG lists and the state exclusion list, 

if applicable, to confirm a potential match by reviewing the GSA list on a semi-annual basis 

and the OIG list and state exclusion list, if applicable, on a monthly basis. 

The CEO of each company-affiliated facility or designee is responsible for a process to 

conduct a search of the GSA and OIG lists to confirm a potential match of any contract labor 

provider (“Subjects”) not otherwise managed by All About Staffing. 

REFERENCES: 

1. 42 CFR 420.203 

2. 48 CFR Subpart 9.4, Federal Acquisition Regulation, 9.4 – Debarment, Suspension, and 

Ineligibility 

3. Records Management Policy, EC.014 

4. Background Investigations Policy, HR.OP.002 

5. Prohibition Against Contracting with Any Ineligible Person Policy, MM.001 

Background Investigations Policy 

SCOPE: All Company-affiliated subsidiaries including, but not limited to hospitals, ambulatory 

surgery centers, outpatient imaging centers, physician practices, All About Staffing, Corporate 

Departments, Groups, and Divisions (collectively, “Affiliated Employers” and individually, 

“Affiliated Employer”). 

PURPOSE: To ensure a standard requirement and process for obtaining and evaluating 

background information on: 



1. candidates for employment; 

2. individuals who provide clinical services at the facility (e.g., students), other than individuals 

who are solely privileged practitioners of the medical staff; 

3. individuals who provide clinical services under contract with the facility (e.g., independent 

contractors, employees or agents of staffing agencies); and 

4. individuals who are reasonably expected to interact with patients or members of the public at 

the facility (e.g., volunteers). 

Such individuals are collectively referred to as “Subjects” and individually as “Subject.” The 

background information may include various components based on the level of responsibility of 

the Subject. 

To ensure that all contractors sending individuals other than Subjects to perform services in or on 

the premises of an HCA-affiliated facility (e.g., employees of contracted lawn service or 

contracted repair services) provide the HCA-affiliated facility with an attestation that the 

individuals sent to work in or on the premises of an HCA-affiliated facility are legally permitted 

to work in the United States. Such individuals are collectively referred to as “Other Contract 

Workers” and individually as “Other Contract Worker.” 

POLICY: An Affiliated Employer must not permit a Subject to commence employment or 

provide services in an Affiliated Facility until a satisfactory background investigation (otherwise 

known as an “investigative consumer report”) has been obtained (See Analysis of Background 

Investigation). 

A change of a Subject’s Social Security Number for any reason or a change of name for other 

than marital status requires a new, satisfactory background investigation. 

An Affiliated Employer must not permit Other Contract Workers to provide services in or on the 

premises of an Affiliated Facility until the Other Contract Workers’ employer provides an 

attestation that such individuals are legally permitted to work in the United States. 

Contract language for Other Contract Workers must include the following provision: 

Vendor will not employ or use any individual to perform Services under this Agreement who is 

not legally authorized to work in the United States in the capacity required to perform the 

Services. Vendor certifies that all employees and other individuals it assigns to perform Services 

under this Agreement are legally authorized to work in the United States in the capacity required 

to perform the Services and will provide upon request written documentation to support such 

certification. Vendor agrees that if the status of any employee or other individual so assigned by 

Vendor changes during the Term of this Agreement such that that person is not legally 

authorized to work in the United States in the capacity required to perform the Services, Vendor 

shall provide notice thereof to Purchaser and remove such employee or individual from 

performing any Services. Vendor agrees to defend, indemnify and hold Purchasers harmless in 

the event of any claim made against Purchaser related to any alleged failure of Vendor to comply 

with its warranties, representations, and certifications. Such failure shall constitute a material 

breach of this Agreement. 


PROCEDURE: 


Background Investigations for Subjects 

1. Notice of Investigation. Subjects shall be provided with notice of the Affiliated Employer’s 

policy and practice of conducting background investigations. An Affiliated Employer must 

make clear that the Affiliated Employer has a policy of conducting background 

investigations. A signed disclosure/release form is required prior to initiating the background 

investigation. 

2. Subjects. 

a. New Employee: A qualified individual evaluated to be the best candidate for a position 

may be extended an offer of employment contingent upon, at a minimum, the completion 

of a signed application for employment and authorization for the procurement of a 

background investigation (i.e., an investigative consumer report) for employment 

purposes and a satisfactory report. The report must be received by the facility, as 

evidenced by the date on the report, and reviewed prior to the qualified individual’s first 

day of employment at the Affiliated Employer’s facility. The application for 

employment, the authorization and the report are to be filed in the employee’s personnel 

file (paper records or electronic records will suffice) or for applicants not employed, in a 

master verification file in the Affiliated Employer’s Human Resources Department filed 

by year and alphabetized. Affiliated Employers should limit access to an employee’s 

personnel file in compliance to their policy and respective state law. 

b. New Employees via Acquisition: Prior to an acquisition which includes the employment 

of the seller’s employees, Corporate Human Resources will compare the seller’s 

background investigation policy to this policy in the required due diligence process. 

Corporate Human Resources will make a recommendation to the Division President 

expected to operate the newly acquired business based on that comparison. Without 

regard to the background investigation decision, all employees of the acquired business 

will be checked against the GSA List and OIG Sanction Report prior to the transaction 

close date to determine any match of an Ineligible Person. 

c. Transfers: Current employees may move among Affiliated Employers contingent upon, 

at a minimum, the completion of an authorization for the procurement of a background 

investigation and a satisfactory report. The report must be received by the facility, as 

evidenced by the date on the report, and reviewed prior to the employee’s first day of 

employment in the transferred position. 

c. Promotions: Current employees who are not department managers or in a position with 

responsibilities that includes a consumer Credit Report in the background investigation 

report may be extended an offer of promotion to a department manager position or a 

position with responsibilities that includes a Consumer Credit Report in the background 

investigation contingent upon, at a minimum, the completion of an authorization for the 

procurement of a background investigation and a satisfactory report. The report must be 

received by the facility, as evidenced by the date on the report, and reviewed prior to the 


employee’s first day of employment in the promoted position. 


d. Rehires: If eligible for rehire, a background investigation report will be obtained in 

accordance with the position level later described. An applicant not eligible for rehire 

will be considered on a case by case basis and must be approved for employment by the 

Affiliated Employer’s Human Resources Director. The approval shall be noted in the 

electronic personnel/Human Resource system. 

e. Independent Contractors and Employees of Staffing Agencies or Contracted Service 

Entities that provide clinical services or otherwise could come into contact with patients 

or members of the public: Contracts or service agreements must be entered into with all 

third parties providing temporary, PRN, agency or contract employees who provide 

clinical services or otherwise could come into contact with patients or members of the 

public. Similarly, such contracts or service agreements must be entered into with third 

parties (other than State agencies or State employees) providing assistance to individuals 

in pursuing and/or obtaining Medicaid coverage. The contracts or agreements must 

address: 

i. Stipulation to background investigations based on standards herein. 

ii. Liability insurance coverage. 

iii. Indemnification. 

iv. Retention and Audit requirements for files for policy compliance. 

A background investigation report shall be completed in accordance with the position 

levels later described for individuals who provide clinical services pursuant to contracts 

with Staffing Agencies, Contracted Service Entities, or Independent Contractors. The 

contractor must have the completed background investigation report prior to the 

healthcare worker reporting for duty at a facility. A Contracted Service Entity or 

Staffing Agency must comply with the terms below of item 3, Third Party Ownership of 

the Background Investigation Report. An employee of the contractor with derogatory 

information in the report shall not be presented for utilization by the Affiliated Employer. 

An Independent Contractor must comply with the terms below of item 4, Company 

Affiliate Ownership of the Background Investigation Report. 

f. All About Staffing: Any Subject provided to an Affiliated Employer by All About 

Staffing (AAS), the Company’s subsidiary staffing agency, is subjected to a background 

investigation completed either by AAS or by the subcontracted staffing vendors with 

which AAS contracts. If a Subject does not have a satisfactory background investigation 

or is missing other information, he or she shall not be permitted to be scheduled for work. 

AAS audits its own employees and staffing vendors pursuant to the audit requirements 

articulated below, and other Affiliated Employers are not required to audit AAS 

employees or AAS subcontracted staffing vendors. 

g. Volunteers and Auxiliary Organizations: As a requirement for participation, affiliated 



volunteer organizations must agree to comply with this policy. The organization’s 

bylaws should reference the requirement. The cost of the background investigation may 

be negotiated between the Affiliated Employer and the volunteer organization. 

h. Students: School Affiliation Agreements should include language consistent with this 

policy as a requirement for student clinical rotation in affiliated facilities. The cost of the 

background investigation may be negotiated between the Affiliated Employer and the 

school. If a school should refuse to assume responsibility either for obtaining or paying 

for background investigations, the facility must make other arrangements for obtaining 

and paying for the background investigations prior to the start of student clinical rotation 

in an affiliated facility. Students who are not serving in a clinical rotation and will not be 

in the facility on a recurring basis (e.g., one-day job shadow by a high school student), 

should be treated like a visitor to the facility. All privacy and safety requirements of 

visitors must be met. 

3. Third Party Ownership of the Background Investigation Report and Audit Requirements 

Volunteer organizations, schools, contract services entities, and staffing agencies that order a 

background investigation in compliance with this policy retain ownership of the report of the 

investigation. The volunteer organization, school, contract services entity, or staffing agency 

may attest in writing to the Affiliated Employer (including AAS) that it owns a satisfactory 

report in lieu of providing a copy to the Affiliated Employer. A model attestation is available 

on Atlas. 

If attestations are accepted, the Affiliated Employer (including AAS) must annually audit a 

sample of files for one-third of those entities that provide attestations. The Affiliated 

Employer must take into consideration the risk to patients presented by the type of 

individuals provided by the entities that provide attestations and focus on those that present 

the greatest risk (e.g., direct care providers present a greater risk than those who undertake 

administrative support or property management services). A sufficient sample size will be 

the greater of five percent (5%) or thirty (30) files for each of the third parties. Market-wide 

audits are permissible under this policy in the event multiple hospitals in a market utilize the 

same third party vendor(s). Using the same guidelines as stated above, the pool of files 

audited must include all of the third party employees provided across the market and from 

that pool the greater of 5% or thirty (30) files are chosen. 

To permit Affiliated Employer review of files, the authorization for the procurement of a 

background investigation (otherwise known as an investigative consumer report) that the 

third party obtains must include the Affiliated Employer as well as the volunteer 

organization, school, contracted service entity, or staffing agency. 

4. Company Affiliate Ownership of the Background Investigation Report 

Affiliated Employers that order a background investigation for a Subject in compliance with 

this policy retain ownership of the report of the investigation. 

The authorization for the procurement of a background investigation (otherwise known as an 

investigative consumer report) should indicate the relationship of the Subject of the 



investigation with the Affiliated Employer. 

Both the authorization and the report are to be filed by year and alphabetized if stored as hard 

copies. Electronic storage is also an acceptable storage option provided the documents are 

readily available on demand. A procedure for backing up documents in the event of system 

malfunction should be established to ensure accessibility. 

5. Minors 

Minors may sign, with or without the co-signature of a parent or guardian, an authorization 

for the procurement of a background investigation (otherwise known as an investigative 

consumer report) that should indicate the relationship of the Subject of the investigation to 

the Affiliated Employer, unless otherwise restricted by State law. 

6. International Applicants 

A properly documented U.S. visa, issued December 31, 2007 or later, satisfies the criminal 

search component of this Background Investigation policy for the time period prior to 

entering the United States. 

7. Background Investigation. All Subjects will have a Level I background investigation. 

Responsibilities may require a Level II and/or Level III background investigation as 

described below: 

Level I (All Subjects) 

Social Security Number Verification (non-employee student SSN’s will not be verifiable 

with the Social Security Administration) 

Criminal Search (7 years or up to 5 criminal searches) 

Employment Verification to include reason for separation and eligibility for re-employment 

for each employer for 7 years* 

Violent Sexual Offender and Predator Registry Search 

OIG List of Excluded Individuals/Entities 

GSA List of Parties Excluded from Federal Programs 

U.S. Treasury, Office of Foreign Assets Control (OFAC), List of Specially Designated Nationals (SDN) 

Applicable State Exclusion List on Atlas 

* This element of the Level I investigation is NOT required for students younger than 21 years of age. For students over 21 years of 

age, the school may eliminate employment verification provided there is language included in the school affiliation agreement 

indemnifying the HCA affiliate and specifying that the school assumes full liability for any/all performance and/or behavior of the 

student during the clinical rotation. 

Level II (All licensed or certified caregivers, as well as finance personnel, and 

department managers) 

Social Security Number Verification 



for each employer for 7 years 







Education Verification (highest level) 

Professional License Verification 

Certification & Designations Check 

Professional Disciplinary Action Search 

Department of Motor Vehicle Driving history, based on responsibilities. 

Consumer Credit Report, based on responsibilities. 


Level III (All senior level management to include Vice Presidents and above, facility CEO, 

COO, CFO, CNO) 

Social Security Number Verification 



for each employer for 7 years 






Education Verification (highest level) 

Professional License Verification 

Certification & Designations Check 

Professional Disciplinary Action Search 

Department of Motor Vehicle Driving history, based on responsibilities. 

Consumer Credit Report 

Newspaper Articles & Clippings 

Bankruptcy and Federal District Court Search 

3. Hiring/Rehiring Ineligible Persons. Affiliated Employers may not employ or contract with, 

and staffing agencies may not refer to an Affiliated Employer any Subject identified as an 

Ineligible Person. Ineligible Person is defined as any individual or entity who is currently 

excluded, suspended, debarred or otherwise ineligible to participate in the Federal health care 

programs; or has been convicted of a criminal offense related to the provision of health care 

items or services and has not been reinstated in the Federal health care programs after a period 

of exclusion, suspension, debarment, or ineligibility, or any individual or entity currently 

excluded on a state exclusion list. 

4. Analysis of Background Investigation. The Affiliated Employer’s Human Resources 

Department or third party owner of the background investigation report, as applicable, shall 

notify the responsible Manager if a discrepancy arises between disclosed credentials and the 

verified information or if the Subject is disqualified based upon the results of the background 

investigation. 

a. Derogatory information of the following nature as the result of a background investigation is the basis to no longer consider a Subject 

qualified: 

i. Inclusion on the list of Ineligible Persons. 

ii. Ineligible for re-employment. (Any exception to this element must be approved by 

the Affiliated Employer’s Human Resources Director.) 


iii. Termination from a previous job related to any of the following reasons: 

a.) Gross Misconduct; 

b.) Misconduct; 

c.) Policy violation; or 

d.) Unsatisfactory performance. 


b. Derogatory information of the following nature as the result of a background investigation may be the basis to no longer consider a Subject 

qualified: 

i. Conviction of a felony or misdemeanor offense, based on responsibilities. 

ii. Providing a false statement on credentials. 

iii. A documented financial problem or issue, based on responsibilities. 

iv. A documented traffic violation, based on responsibilities. 

v. Failure to maintain license. 

vi. Restriction on license. 

vii. Job abandonment. 

viii. Refused assignment. 

ix. Quit without notice. 

x. Absenteeism. 

This list is not exclusive or exhaustive. Managers should use good judgment when evaluating information obtained through a background 

investigation report and, when in doubt, consult with the Corporate Employee Relations or Legal Department. 

Use of information obtained from a background investigation report must be taken in context with the 

responsibilities intended for the Subject. Derogatory information learned from a background 

investigation report should be considered with all other information known, and a case-by-case 

determination should be made. The Affiliated Employer’s Human Resources Director or 

responsible Manager may seek clarification from the Subject regarding the derogatory 

information. Information obtained from a background investigation report should remain 

confidential and not be shared with anyone except on a need to know basis. 

c. Before conveying an adverse action based on any information in a background investigation 

(otherwise known as an investigative consumer report), the Subject must first be provided with: 

i. A copy of the background investigation (otherwise known as an investigative 

consumer report). 

ii. A written description of the Subject’s rights as prescribed by the FTC. 

iii. The name, address and phone number of the consumer reporting agency that 

provided the report. 

iv. A notice of the Subject’s right to dispute the accuracy or completeness of the report 

with the consumer reporting agency. 

Three days after the above is provided, the Subject must be provided with the following required 

disclosure: 

i. A notice of the adverse action. 

ii. A statement that the consumer reporting agency did not make the decision to take 

the adverse action and thus cannot tell the Subject the specific reason for the 

adverse action. 

5. Vendor. The Company recommends the background investigation reporting vendors listed on Atlas. 

Employer Attestation for Other Contract Workers 

Attestation. An Affiliated Employer must require individuals and entities with which it contracts for services that 



will be conducted in or on the premises of the Facility to provide a written attestation that it has checked to ensure 

individuals provided to conduct services in or on the premises of the Facility are legally permitted to work in the 

United States. A single attestation stating any and all individuals provided are legally permitted to work in the 

United States is permissible. 

REFERENCES: 

1. Recruitment Policy, HR.OP.027 

2. Transfer-Promotion-Demotion Policy, HR.OP.035 

3. Limitations on Employment Policy, HR.OP.019 

4. Employment Application 

5. Fair Credit Reporting Rights 

6. Fair Credit Reporting Act Background Research Form 

7. Enhanced Border Security and Visa Entry Reform Act of 2002 



ESTIMATED PASS THROUGH CLINIC EXPENSES Y1 Y2 Y3 Y4 Y5 COMMENTS 

Annual Expense Growth Rate 3% 3% 3% 3% 

Supply Expense ($2.50 per visit) $6,730 $6,932 $7,140 $7,354 $7,575 

Contract Services (Bio-hazard removal and cleaning services) $800 $824 $849 $874 $900 Quote from Coast Medical Services 

Licensing & Maintenance (software, dispensing equip.) $5,800 $5,974 $6,153 $6,338 $6,528 ECW software license and Rx dispensing equipment maint. 

Rents & Leases (copier) $1,200 $1,236 $1,273 $1,311 $1,351 

Utilities (T1 line) $3,708 $3,708 $3,708 $3,708 $3,708 Quote from MegaPath $309/month 

Insurances (malpractice) $2,500 $2,750 $3,000 $3,250 $3,500 Not to exceed $3,500 

Marketing & Advertising $1,500 $1,545 $1,591 $1,639 $1,688 

Other (Medical Licensing) $455 $469 $483 $497 $512 State practitioner and pharmaceutical licenses 

Medical Review Officer Fee ($5 per drug screen) 10% $2,933 $3,021 $3,112 $3,205 $3,301 

Firemen and Policemen annual drug test plus an additional 

10% of the remaining employees 

B Reader (Specialized X-ray reader) expense $75/per X-ray 10% $3,750 $3,863 $3,978 $4,098 $4,221 $75 per chest X-ray for all Firemen and Policemen new hires 

Radiology Reader expense 1% $2,019 $2,080 $2,142 $2,206 $2,272 $75 per X-ray 

Prescription Medication Expense ($4.55 ea.) $24,497 $25,232 $25,989 $26,769 $27,572 2 scripts per visit 

Lab Fees ($11 ea.) $45,903 $47,280 $48,698 $50,159 $51,664 

TOTAL ESTIMATED PASS THROUGH EXPENSES $101,795 $104,913 $108,116 $111,409 $114,792 

Firemen and Policemen annual exam plus an additional 25% of 

the remaining employees and dependents

Report Name Description Frequency 

Claims Analysis Reports 

Utilization of Services 

Report 

Clinic Provider Utilization 

Report 

Population Summary 

Report 

Details number of on-site vs. off-site visits by 

type of service. 

Details number of clinic visits by provider type. 

Details population numbers by demographics, 

insurance carrier, number of visits, and clinical 

indicators. 

Annually 

Monthly 

Annually 

Eligibility Report Eligible population by employees, spouses 

and dependents 

Monthly 

Patient Satisfaction Details patient satisfaction surveys by metric. Quarterly 

Utilization Reports 

Clinic Utilization Report Details clinic visit by type of service, provider 

type and capture rate. 

Participation Report by 

Program 

Clinical Reports 

Details number of patients by program type 

and number of referred versus number of 

enrolled. 

Monthly 

Monthly 

Executive Summary Report Provides population summary of number of 

participants by risk, demographics, stages of 

change, and risk severity. 

Annually 

Aggregate Report Details all metrics captured from the PHA by 

number and percentage of overall population. 

Annually 

Medications Report Details of all medications prescribed from 

clinic staff. 

Monthly 

Top 15 Diagnosis Details top 15 diagnoses from clinic staff. Monthly 

Top 5 Referrals Details top 5 referrals from clinic staff. Monthly 

Condition Specific Report 

(DM) 

Details percentage of disease population in 

compliance with treatment protocols. 

Preventive Care Report Details preventive care visits and compliance 

with screenings and vaccinations. 

Outcomes/Financial Reports 

Annually 

Annually 

Productivity Summary Calculates lost work days Monthly 

Utilization Cost Avoidance 

Report 

Productivity Cost Avoidance 

Report 

Administrative Costs and 

ROI Report 

Details avoided cost savings by lab, 

procedure, diagnostic tests, specialist visits, 

and ER visits. 

Details productivity savings by type of visit for 

procedures provided at the on-site clinic 

versus off-site visit. 

Calculates net savings and ROI by measuring 

clinic management/operating costs and cost 

avoidance savings. 

Avoidable ER Visits Report Details potential avoidable ER visits expected 

across life of the contract. 

Occupational Health Reports 

Annually 

Annually 

Annually 

Annually

Report Name Description Frequency 

Occupational Examination 

Report 

Details employee information, exam type, test 

results, qualifications, and physician sign-off. 

Employee Injuries by Type Details employee injuries by type for a specific 

time frame. 

Employee Injury 

Comparison Report 

Provides comparison of employee injuries by 

type for multiple years. 

Injuries by Department Details number of injuries by department or 

group. 

Monthly 

Monthly 

Monthly 

Monthly

Agenda Cover Memorandum for 02/ - City of West Palm Beach

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