CM-2021-075 - 3/26/2021DocuSign Envelope ID. ii66A629-Bl88-45D2-BO4D-F7FOD804FAE0
ASSIGNMENT AND ASSUMPTION OF CLINIC SERVICE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF CLINIC SERVICE AGREEMENT (this "Assignment")
is made as of March 1, 2021, by and between CARE ATC, INC., an Oklahoma corporation
("Assignor"), DIRECT CARE MEDICAL PLLC, a New York professional limited liability company
("Assignee"), and CITY OF ROUND ROCK, a Texas home -rule municipality ("City"), in its capacity
as Plan Administrator of City's Health Care Plan.
RECITALS:
A. Assignor and City are parties to that certain Clinic Service Agreement, dated November
20, 2019 (the "Agreement"), pursuant to which Assignor provides Covered Services to City, as
described in more detail in the Agreement.
B. Assignor desires to assign to Assignee all of its right, title and interest in and to the
Agreement, and Assignee desires to accept that assignment and assume Assignor's obligations
under the Agreement.
C. City desires to consent to the assignment of the Agreement to, and assumption of the
Agreement by, Assignee.
AGREEMENT:
Now, THEREFORE, Assignor, Assignee and City hereby agree as follows:
1. DEFINED TERMS. Words whose initial letters are capitalized are defined terms. Any
defined term that is not defined in this Assignment shall have the same meaning that is ascribed to
that term in the Agreement.
2. ASSIGNMENT AND AssUMPTION,
2.1 Assignment. Effective as of January 1, 2021, Assignor grants, sells, bargains,
conveys, transfers and assigns to Assignee, its successors and assigns, all of Assignor's right, title
and interest in and to the Agreement.
2.2 Assumption. Effective as of January 1, 2021, Assignee accepts the sale, bargain,
conveyance, transfer and assignment by Assignor to Assignee, its successors and assigns, of all of
Assignor's right, title and interest in and to the Agreement, and assumes and agrees to perform and
discharge all of Assignor's obligations arising under the Agreement.
2.3 City's Consent. City consents to the assignment of the Agreement from Assignor
to Assignee pursuant to the terms of this Assignment.
2.4 Administrative Services Agreement. Assignor, Assignee and City each
acknowledge and agree that, pursuant to an Administrative Services Agreement between Assignor
and Assignee, Assignor shall provide administrative, non -clinical services to Assignee that are
related to the Agreement.
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DocuSign Envelope 1D. 1166AB29-B188-4502-BD4D-F7FDD804FAE0
3. ASSIGNEE NOTWE ADDRESS. Assignee's address for notices under the Agreement is
amended to be:
If to Assignee:
Direct Care Medical PLLC
4500 South 129th East Avenue, Suitt 191
Tulsa, OK 74134
Attn: Kimberly K, Hutton, M.D.
4. ADDITIONAL PROVISIONS.
41 No Further Modifications. Except aN expressly modified in this Assignment, the
Agreement shall remain in full force and effect and is expressly ratified and confirmed by the
parties hereto.
4.2 Construction and Interpretation of Assignment, Section titles or captions in this
Assignment are included for purposes of convenience only and shall not be considered a part of
this Assignment in construing or interpreting any of its provisions, The parties have participated
jointly in the negotiation and drafting of this Assignment. If any ambiguity or question of intent or
interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Assignment. Unless the context
otherwise requires, when used in this Assignment, the singular shall include the plural, the plural
shall include the singular, and all pronouns shall be deemed to refer to the masculine, feminine or
neuter, as the identity of the person or persons may require.
4.3 Successors and Assigns. Subject to the restrictions regarding assignment in the
Agreement, this Assignment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
4.4 Counterparts. This Assignment may be executed in counterparts, each of which
shall be an original and all of which counterparts taken together shall constitute one and the same
agreement. Electronic copies of the executed copies of this Assignment may be delivered to the
parties by facsimile transmission or email and, upon receipt, shall be deemed originals and binding
upon the parties hereto.
4.5 Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Oklahoma, to the extent not preempted by federal law,
without consideration of or giving effect to any choice of law provision or rule thereof.
4.6 Entire Agreement. This Assignment (and the Agreement as modified by this
Assignment) embodies the entire agreement and understanding of the parties related to the subject
matter of this Assignment and supersedes all prior proposals, understandings, agreements,
correspondence, arrangements and contemporaneous oral agreements relating to the subject matter
of this Assignment. No representation, promise, inducement or statement of intention has been
made by any party that has not been embodied in this Assignment (or the Agreement as modified
by this Assignment).
[Signature Page Follows]
02413844 1 _2_
DocuSign Envelope ID: 1168AB29-B188-45D2-BD4D-F7FDD804FAE0
WITNESS, the duly authorized signatures of Assignor, Assignee and City, as of the date first
set forth above.
ASSIGNOR:
CAREATC, INC.,
an Oklahoma corporation
uSigned by
n
By: LSLrWw'q
n.ccr
Name: Spencer D. Lloyd
Title: Chief Financial Officer
ASSIGNEE:
DIRECT CARE MEDICAL PLLC,
a New York professional limited liability company
DocuSigned by,
By: 6% I�I,�{'Aln,
Name: Kim Hutton
Title: Chief Medical Officer
CITY:
CITY OF ROUND ROCK,
a Texas a -rule municipality
By: � � J/V�-
Name:
Title:S�
02413844.1 ,
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing an Assignment and Assumption of Clinic Services Agreement
from CareATC, Inc. to Direct Care Medical PLLC.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 3/26/2021
Dept Director: Valerie Francois, HR Director
Cost: $0.00
Indexes:
Attachments: Agreement, Agreement Signature Page, LAF
Department: Human Resources Department
Text of Legislative File CM-2021-075
The State of Texas has specific Corporate Practice of Medicine ("CPOM") laws. Best practice would be to have a
physician -owned entity be the contracting counterparty in the City's Clinic Services Agreement, as opposed to the
current structure where CareATC is the counterparty.
Accordingly, CareATC has formed a new entity, Direct Care Medical PLLC ("DCM"), which is owned by several of its
physicians. In Texas, DCM will employ the physicians who serve the clients in the state and will contract directly
with the City of Round Rock. DCM in turn will have an administrative services agreement with CareATC to provide
clinic management and other clinic staffing.
There will be no operational impact and this change should be invisible to RockCare's employees/patients.
City of Round stock Page 1 of 1
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