Document ykL6MEBe1m9b2ozOeDpEZ8JB6

(conoco) x Interoffice Communication To Safety Directors From Tom Grumbles Data July 20, 1981 Subject HEALTH EXAMINETICS INC. CONTRACT Enclosed for your files is a copy of our contract with HEI. This was finalized after about six months of negotiations, most of which were lawyer-to-lawyer items concerning indemnity, rights to purchase software and other points which have little effect on the in-plant testing. Basically this contract gives us the time frames we want for return of data and the flexibility we want for scheduling testing dates. -------Tom Grumbles TG:dem Enclosure c,c* AGREEMENT THIS AGREEMENT made as of the ______ day of 1980, by and between CONOCO INC-, a Delaware corporation ("Conoco"), and HEALTH EXAMINETICS, INC., a Delaware cor poration ("Health"). WITNESSETH: WHEREAS, Conoco desires to retain Health to provide a mobile van and health testing program of Conoco's employees with related documentation and record keeping services to Conoco; and WHEREAS, Health represents that it is qualified and competent to provide such a program upon request of a duly licensed physician and that it is willing and able to do so; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, it is hereby agreed as follows: HEALTH TESTING SERVICES 1.1. Health shall provide a multiphasic health testing program, including the tests, measurements, and procedures CCR 000001930 described as "Testing Panel" in the schedule attached hereto as Appendix A, to the participating Conoco employees at those locations set forth in Appendix C or as mutually agreed upon by Health and Conoco. Additional tests from among those listed as "Optional Tests" shall be performed at the request of Conoco at the specific costs listed. 1.2. Health shall provide the agreed services and all the necessary equipment, supplies, and qualified personnel necessary to conduct the health testing program required herein, with the one exception that Conoco will furnish the services of a licensed physician to perform the required physical examination of each employee. Health, upon request and for a fee, will provide a qualified nurse to assist in the performance of all physical examinations. 1.3. All testing and examinations conducted by Health pursuant to this Agreement shall be conducted by certified X-ray technicians, trained technicians, registered nurses, or licensed physicians, including but not limited to the following: (a) the reading of electrocardiograms by licensed cardiologists; and CCR 000001931 2 (b) the reading and screening of X-rays by BoardCertified Radiologists. All personnel will have their curriculum vitae available for inspection when present at a Conoco facility. 1.4. Health agrees that, during all times of operation, the vans used to conduct the examinations required herein shall be staffed by at least one individual currently certi fied in cardiopulmonary resuscitation. 1.5. Conoco and Health shall mutually agree on a minimum guarantee for each testing location at least 90 days prior to the date Health is required to perform the tests referred to herein at each such location. As consideration for the services rendered by Health in accordance with this Agreement, Conoco shall pay Health for each location tested the greater of: (a) the minimum guarantee or (b) the charges specified in Appendix A. Absent such an agreed on minimum guarantee. Health and Conoco shall have no obligation as to the tests to be performed at such locations. 1.6. Should Conoco at any time subsequent to 90 days before Health is scheduled to perform tests at a scheduled location, desire to cancel or postpone the tests referred to 3 CCR 000001932 herein, then Conoco shall pay Health a fraction of the miraimum assured revenue (as defined in Appendix A) computed as follows: (a) one-third of the mimimum assured revenue if Health is so notified at least 61 days prior to the scheduled date; (b) two-thirds of the mimimum assured revenue if Health is so notified at least 31 days prior to the scheduled date and (c) ail of the minimum assured revenue if Health is notified less than 31 days prior to the scheduled date. In the event of cancellation. Health shall make all reasonable efforts to schedule other clients for the time originally scheduled for Conoco. If alternate scheduling is obtained, Conoco shall be relieved of its payment obligations under this paragraph. RECORDS AND REPORTS 2.1. The results of all data generated in the performance of tests and examinations hereunder, together with any supplementary data provided by Conoco from time to time, shall be promptly recorded and maintained by Health in a manner, to include both a primary system and a back-up system, whereby all said data and supplementary data may be promptly reproduced upon Conoco's election and demand in either machine-readable form or human-readable form (herein after referred to as "Conoco Records") if technically possible. 933 4 0000^ C.C* 2.2. Health's obligation to maintain Conoco Records as specified above shall continue in effect and until one year after termination of this Agreement. 2.3. Conoco shall have the right, from time to time and at reasonable times and places, to audit at its own expense at Health's offices any and all Conoco Records maintained by Health. 2.4. Individual test reports utilizing Conoco Records shall be submitted by Health to Conoco within approximately three weeks following conclusion of all testing and examina tions at each specified location. In the event that there are errors in the data presented to Conoco, Health may retest and shall change its records to reflect the correct data at no additional cost to Conoco. In the event that Health declines to retest, Conoco shall deduct the charges for the tests in question from payments made to Health. 2.5. All electrocardiogram and X-ray data generated in the performance of tests and examinations hereunder shall be transmitted to Conoco within one month following transmittal to Conoco of the reports specified in 2.4 above. If techni cally available, primary recording forms shall be forwarded to Conoco within one month of request for same by Conoco. CCR 000001934 5 2.6. If, during the performance of testing and examina tions hereunder by Health, any abnormality concerning an employee's health should be encountered which is designated an emergency situation. Health shall immediately notify Conoco of such abnormality. Health and Conoco shall agree upon those medical instances in which Health shall notify Conoco by telephone as soon as the data warranting such notification is received by Health. The criteria for desig nating an emergency situation shall be provided by Health to Conoco. 2.7. Except as provided in 2.8, 3.1, 3.2, and 5.1, herein, all record keeping and reporting services provided by Health are included within the charges payable by Conoco to Health pursuant to Appendix A of this Agreement; pro vided, however, that services related to any request by Conoco that Health record supplementary data provided by Conoco shall be additionally charged to Conoco at reasonable rates mutually determined by Conoco and Health. 2.8. Should Conoco request reports in addition to those which Health must provide under this Agreement, Health shall provide such reports for a mutually agreed upon fee. Cc* oooooz 6 935 RIGHT TO OBTAIN DATA RECORDS 3.1. At the request of Conoco, which may be made at any time prior to and up to one (1) year after termination of this Agreement, Health agrees to provide Conoco copies of any or all Conoco Records recorded and maintained by Health in either machine-readable form or human-readable form if technically feasible at Conoco's election. 3.2. Conoco agrees to pay Health all charges associated with such services which charges shall be mutually deter mined by Conoco and Health. OPTION TO OBTAIN SOFTWARE LICENSE 4.1. To the extent that Health has the right to make such grant and transfer. Health hereby grants to Conoco an option, exercisable at any time prior to six (6) months following termination of this Agreement, to either purchase or obtain a license for the use of, at Conoco's election, any and all software programs and associated documentation then being utilized by Health to process the primary recording forms in performing services relating to recording, maintaining, and rendering of reports on all data and supplementary data as described herein. Conoco agrees: to treat such information CCR 000001936 as confidential; not to disclose such information, without the prior consent of Health, to anyone who is not a full time employee of Conoco; to take all necessary steps to prevent the inadvertant disclosure of such information; to use this information exclusively by Conoco for the medical surveillance program of Conoco employees; and, to notify each person receiving this information that it is confidential. 4.2. The terms of any agreement for such purchase or license shall be negotiated in good faith by the parties at the time of exercise of the option by Conoco provided that the purchase price or license fee shall be at a mutually agreeable price. 4.3. In the event any of the software programs and associated documentation, for which Conoco exercises its option to purchase or to obtain a license, are not of a compatible form to be directly utilized on Conoco's data processing equipment, then Health, at Conoco's request and option, shall convert, or assist Conoco in converting, such software programs and associated documentation to a form which may be directly utilized on Conoco's data processing equipment provided Conoco agrees to pay Health the mutually agreeable costs for such services. 8 0000 193 CONEIDENTIALITY 5.1. All information, including, without limitation, information relating to Conoco's organization, personnel, business activities, policies, processes, production, research and development, and products, which Health may acquire as a result of or in connection with the performance of services under this Agreement, together with all information, data, ideas, reports, and other material which is generated or prepared by Health or provided to Health by Conoco under this Agreement (all of which is collectively referred to as "Confidential Information"), shall be held in confidence at all times by Health and not disclosed to any third party nor used by Health for any purpose other than in providing, services to Conoco hereunder, without Conoco's prior written consent, which shall not be unreasonably withheld. Conoco shall pay Health for treating and maintaining the Confidential Information separately at a fee of $1,000 per year. 5.2. The obligations of Health provided above shall not apply to any Confidential Information which (a) is already in Health's possession prior to the date of this Agreement, (b) is or hereafter becomes part of the public domain through no fault of Health, (c) is furnished to Health by a third party as a matter of right without restriction on disclosure, or (d) is specifically required by subpoena or court order. 9 CCR 000001938 5.3. Notwithstanding such obligations, Health may provide certain samples and specimens and identification information associated therewith, which form part of Confi dential Information, to Metpath Laboratories for the sole purpose of conducting specific laboratory analyses of such samples and specimens provided that Health first obtains the agreement of Metpath Laboratories to maintain such samples and specimens and the resulting analytical results in confi dence . GENERAL 6.1. Scheduling of employees to participate in the health testing program shall be the joint responsibility of Conoco and Health and shall be performed in a manner satis factory to both. Any deviation from any scheduled testing date shall be approved in advance by Conoco and Health. In the event employees desiring participation are not scheduled for reasons beyond the control of Health or Conoco, subsequent testing and examinations may be provided in a manner satis factory to Health and Conoco. 6.2 Health shall invoice Conoco for ail amounts due, and Conoco shall make payment within 30 days from receipt of the invoice, except for any disputed amounts. Amounts CCR 000001939 10 questioned by Conoco will not delay payment of any nondisputed invoiced amounts. Invoices will be accompanied by supporting documentation of individual employees screened. Invoices shall be sent to the Plant Safety Director of each testing location with a copy to the Manager of Biomedical and Environ mental Affairs. 6.3. Health shall obtain and maintain in force during the term of this Agreement and until the completion of any services rendered pursuant to this Agreement, if later, the minimum insurance coverages set forth in Appendix D attached hereto. Health shall furnish Conoco with proof of such coverage acceptable to Conoco. Such proof shall indicate that the insurance will not be cancelled or materially altered without ten days advance written notice to Conoco. 6.4. Health shall be an independent contractor with respect to all work done and services performed hereunder. The supervision and direction of Health's employees shall at all times be under the exclusive management and control of Health and neither Health nor anyone used or employed by Health shall be the agent, servant, or representative of Conoco for any purposes whatsoever. 11 CCR 000001940 6.5. Health shall pay all taxes properly assessed against Health in connection with the work done and services performed under this contract including but not limited to all taxes and related fines, penalties, and interest thereon properly assessed or levied against or on account of wages, salaries or other benefits paid to Health's employees or employees of its agents or subcontractors and all taxes properly assessed or levied against or on account of any property or equipment of Health. Health further agrees to indemnify and hold Conoco safe and harmless against any such taxes and related fines, penalties, and interest thereon assessed or levied against Conoco as a result of Health's nonpayment or which properly should have been assessed or levied against Health. 6.6. Health hereby .covenants and agrees to indemnify and hold harmless Conoco, its affiliates, and their direc tors, officers, employees, and agents, from and against any and all claims, demands, damages, costs, and expenses, including reasonable attorneys' fees for the defense thereof, arising from the rendering of services by Health under this Agreement, or resulting from any negligent act or omission by Health, its agents, or employees. Legal counsel utilized pursuant to this paragraph shall be acceptable to Conoco and Health. OCR 0000019*1 12 6.7. Promptly after receipt by Conoco, its affiliates, or their directors, officers, employees or agents of notice of the commencement of any action, suit or proceeding, if a claim in respect thereof is to be made against Health under Section 6.6, Conoco shall notify Health in writing in a timely manner of the commencement thereof. Once Health is so notified, it shall be entitled to participate in such action, suit or proceeding, and, to the extent that it shall wish to assume the defense thereof. Should Health elect to assume such defense and pay its attorneys directly, Health shall not be liable to any indemnified party under Section 6.6 for any legal or other expenses subsequently incurred by such indemnified parties in connection with the defense thereof. No settlement, compromise or other disposition of any such action, suit or proceeding shall be agreed upon by any indemnified party under Section 6.6 without the express written approval of Health. 6.8. Conoco hereby covenants and agrees to indemnify harmless and hold^Health, its directors, officers, employees, and agents, from and against any and all claims, demands, damages, costs and expenses, including reasonable attorneys' fees for the defense thereof, resulting from any negligent act or omission by Conoco, its agents or employees. Legal counsel utilized pursuant to this paragraph shall be acceptable to Health and Conoco. 13 0000019*2 OCR 6.9. Promptly after receipt by Health, its affiliates, or their directors, officers, employees or agents of notice of the commencement of any action, suit or proceeding, if a claim in respect thereof is to be made against Conoco under Section 6.8, Health shall notify Conoco in writing in a timely manner of the commencement thereof. Once Conoco is so notified, it shall be entitled to participate in such action, suit or proceeding, and, to the extent that it shall wish to assume the defense thereof. Should Conoco elect to assume such defense and pay its attorneys directly, Conoco shall not be liable to any indemnified party under Section 6.8 for any legal or other expenses subsequently incurred by such indemnified parties in connection with the defense thereof. No settlement, compromise or other disposition of any such action, suit or proceeding shall be agreed upon by any indemnified party under Section 6.8 without the express written approval of Conoco. 6.10. The term of this Agreement shall be for a period of one year beginning on November 1, 1980; provided, however, that this Agreement shall automatically be renewed for successive one year terms unless either party gives notice to the other of its intention to terminate this Agreement at the expiration of any one year term, which notice must be given at least 90 days prior to the expiration of said 0000019 CCft 14 one year term, and further provided that Health may change the applicable price schedules for any renewal term by providing to Conoco a copy of the new price schedules to go into effect with respect to the renewal period at least 90 days prior to the expiration of the current one year term. Notwithstanding the foregoing, either party may terminate this Agreement upon 90 days written notice to the other in the event of failure of a party to perform its obligations hereunder in a manner satisfactory to the other party. 6.11. Health agrees that all examinations, laboratory work, and other services rendered pursuant to this Agreement shall be in compliance with all rules and regulations pro mulgated under the Occupational Safety and Health Act of 1970, or any successor legislation. Health further warrants that its performance herein shall conform to all other applicable licensure law, rules, statutes, regulations, codes, orders, and ordinances, whether federal, state, or local in nature. Further, all equipment used by Health in the performance of examinations, laboratory work, and other services rendered pursuant to this Agreement shall comply with all applicable federal, state, and local standards relating to such equipment. All calibrated electronic equipment shall have current certificates of calibration in accordance with ANSI standards. 15 0000019^ cc* 6.12. Regardless of any provisions herein to the contrary,, neither party shall be liable to the other for failure or delay in performance of this Agreement to the extent that the failure or delay is due to force majeure, including but not limited to war, fire, flood, lightning, earthquake, storm, strike by a national labor union against Conoco and others, civil disturbances, governmental order or directive, or any other material occurrence which is unforeseen and uncontrolled by the party affected and which prevents its performance. 6.13. Conoco may at any time suspend the work under this Agreement or any part thereof if performance of same by Health of an unsatisfactory nature. Conoco shall advise Health of reasons for the work being considered unsatisfactory prior to suspension. Health may correct those points immed iately; if there is no immediate correction, Conoco shall give notice in writing to Health that the work is suspended. All work so suspended shall be resumed by Health at a time agreed upon by Conoco and Health in writing. 6.14. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, addressed to the parties at the following OCR 16 respective addresses, or at such other addresses as may be designated in writing from time to time by either party to the other: To Conoco: Medical Director Medical Division Conoco Inc. P. O. Box 1267 Ponca City, Oklahoma 74601 and Manager of Biomedical and Environmenta1 Affairs Conoco Chemicals Company P. 0. Box 2197 Houston, Texas 77001 To Health: Mr. Edgar R. Berner Health Examinetics, Inc. 709 Westchester Avenue White Plains, Mew York 10604 and Thomas R. Berner, Esq. 230 Park Avenue Suite 2600 New York, New York 10069 6.15. This Agreement shall be construed and interpreted in accordance with the laws of the State of Oklahoma. 6.16. This Agreement, in whole or in part, may not be assigned without the prior written consent of the other party. It is understood that Metpath Laboratories or another laboratory certified by the Center for Disease Control will provide the laboratory resting facilities for all services performed hereunder. CCR 000001946 17 6.17. This Agreement, including appendices, shall constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and no amendment, modification, or altera tion of the terms hereof shall be binding unless the same shall be in writing, dated subsequent to the date hereof, and duly exe cuted by the parties hereto. This Agreement shall be binding on the parties and their successors. In the event that Health ceases providing services as described in this Agreement without a suc cessor in provision of those services, then all Confidential Infor mation as described herein shall be immediately forwarded to Conoco. Conoco hereby covenants and agrees to indemnify and hold harmless Health, its directors, officers, employees and agents, from and against any and all claims, demands, damages, costs and expenses, including reasonable attorneys' fees for the defense thereof, resulting from Conoco1s failure to maintain such forwarded Confi dential Information for the period of time required by law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATTEST: CONOCO INC. Assistant Secretary ATTEST: By Vice President Conoco Chemicals Company A Division of Conoco Inc. HEALTH EXAMINETICS, INC. 409h CCR 000001947 APPENDIX A* TESTING PANEL ($75.00 Per Participant) Medical History F. Blood Chemistries (To Metpath) General medical information acquired frccn enplcyee; reviewed and analyzed by computer. B. Supplementary History Occupational, military service and exposure history. Three copies: two to Conoco ani one kept at Health Bxaminetics. C. Physiological Tests Height and Weight Blood Pressure Vision Tonometry Audiometry Electrocardiogram (12-lead; interpreted by Board certified cardiologist) Chest X-ray (14" x 17" PA; interpreted by Board certified radiologist) Spirometry (FVC, FEV^) D. Urinalysis E. Blood Tests Calcium Phosphorus Urea Nitrogen (BUN) Creatinine BUN/Creatinine Ratio Uric Acid Glucose Total Protein Albumin Albumin/Globulin Ratio Total Bilirubin Direct Bilirubin SGUT SGPT Alkaline Phosphatase LDH Cholesterol Iron Sodium Potassium Chloride GGTP Additional costs and procedures to be done on all participants in conjunction with testing panel: 1. Differential additional charge: $ 2.50 per Hematocrit Hemoglobin Red Blood Count MCH MCHC White Blood Count 2. Microscopic analysis of urine additional charge: 3. Hemoccult Slide Test additional charge: 2.88 per 2,30 per CCR 000001948 SUBTOTAIS $ 7.68 per TOTAL PROFILE FEE PER PARTICIPANT $82.68 per *These charges are based on the assumption that on the average at each location at least fifty (50) individuals will be tested per day. Should fewer than fifty (50) individuals on the average be tested each day, the charges for the testing ^.3 1 1 mi ni 3 m-aT l 3 f C A "7E A ^ C,mlne; ^<3 T P rvar *"+ ^ 1 rVJAt. APPENDIX B OPTIONAL TESTS (Upon request by Conoco) Platelet and Reticulocyte Count test; reasonable transportation to Conoco directly as incurred. per test: - $4.00 per costs charged Total fee $ 8,00 Blood Lead Test: 13.35 Urine Phenol: 27.05 B reader Interpretation of chest films: 10.00 Computerization of the examining physician's report. HEI will provide the form for the physical examination report for each employee. This will be completed by the examining physician `and returned to HEI. HEI will then merge this report with the physiological data and return the computerized report to Conoco. 10,00 fa- 7.5-0- CCR. 000001949 APPENDIX C VAN TESTING SCHEDULE Lo cation Lake Charles Chemical Plant Lake Charles, Louisiana *Lake Charles VCM Plant Lake Charles, Louisiana Aberdeen Chemical Plant Aberdeen, Mississippi OKC Chemical Plant Oklahoma City, Oklahoma Baltimore' Chemical Plant Baltimore, Maryland Nevark-Pitt Consol Newark, N.J. Hammond Chemical Plant Hammond, Indiana 1981 Date Sept ember Approximate Number 350 April 80 February 130 MarchApril , May 60 October-November 150 March, April, May 60 May-Sep tember 30 * These plants will need certain testing done approximately six months after the initial van testing. The later testing will be limited in scope and require personnel and supplies only. OCR 000001950 APPENDIX D INSURANCE During the term of agreement, Health will provide the following insurance coverage: Type of Coverage: A. Worker's Compensation Limit s: Sta tut ory B. Liability 1. Bodily Injury 2. Property Damage $300,000 each occurrence $ 50,000 each occurrence C. Professional Liability $1,000,000 each occurrence D. Automobile Liability covering all Company-owned, leased, or rented vehicles .1 Bodily Injury .2 Property Damage $250,000 per person/ $500,000 each accident $100,000 each accident E. Excess Liability (Excess of B and D above) $1,000,000 each occurrence 409 /i On ,,