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Contract 51673
< i CITY SECRETARY CONTRACT No. rt{SGC� INV, C������ PROFESSIONAL SERVICES AGREEMENT ills�R)fl OFE5SIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Reed Group Management LLC d/b/a Reed Group ("Vendor"), a Connecticut limited liability company, and acting by and through Scott Larsen, its duly authorized Chief Executive Officer, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: I. This Professional Services Agreement; 2. Exhibit A—Scope of Work,Vendor's Statement of Services to RFP 17-4466; 3. Exhibit B—Provider Questionnaire 4. Exhibit C—Consideration of Location of Proposer's Principal Place of Business; 5. Exhibit D—Price Schedule or Fee Structure 6. Exhibit E—Verification of Signature Authority 7. Exhibit F—Performance Measures Exhibits A, B,C, D, E, and F, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.In the event of any conflict between the teians and conditions of Exhibits A,B, C,D,E,and F,and the tot-ins and conditions set forth in the body ofthis Agreement,the terms and conditions of this Agreement shall control. I. SCOPE OF SERVICES. Vendor hereby agrees, with good faith and due diligence, to provide Family Medical Leave Act (FMLA), Americans with Disabilities Act (ADA) and Americans with Disabilities Act Amendments Act (ADAAA)outsourcing services and other certain services as described in Exhibit"A,"attached hereto and incorporated herein (the "Scope of Services" or"SOS"). All subsequent SOSs will be in the form of the SOS in Exhibit A or such other form agreeable to the Parties, and shall incorporate the terins of this Agreement. In the event of a conflict between the terms of this Agreement and any SOS or other attachment,this Agreement will govern. City will be solely responsible for(1)the accuracy and timeliness of benefit plans,leave plans,and other instructions regarding the Services("Client Instructions")provided to Vendor by or on behalf of City,(2)completing the interactive process for any employee's request for an accommodation under the ADA.and ADAAA, and(3)all subsequent employment decisions arising out of an employee's request for an accommodation under the ADA and ADAAA. Vendor will not be responsible or liable for inaccuracies or failures in the Services in connection with City's failure to provide accurate and timely Client Instructions. Each SOS will include a mutually agreed upon date when Vendor will begin providing Set-vices to City("Go-Live Date"). 2. TERM. This Agreement shall begin upon execution ("Effective Date")and shall expire three years from the effective date("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). Following the Initial Term,the City shall have the right to renew for two(2) one-year terms at the City's sole option(each a "Renewal Term"), which the City shall exercise by providing Vendor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. The Initial Term and any additional Renewal Terms are collectively referred to herein as the"Term." Professional Services Agreement f CITY SECRETARY 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor when personnel perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"D,"—Fee Structure. Total payment made under this Agreement for the Initial Term by City shall be up to $580,500.00. For each Renewal Term, the annual amount shall be up to $193,533.33. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. 'Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 90 days written notice of termination; provided,however,that if City delivers such notice with an effective date of termination that will occur on a date prior to the date of expiration of the first year of the Term,then City will pay liquidated damages to Vendor in the amount of the remaining fees that Vendor had expected to earn during the first year of the Initial Term. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the Iast day of the fiscal period for which appropriations were received without penalty or expense'to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered, up to work-in-progress, Services and approved expenses incurred or performed through the effective date of termination and Vendor shall continue to provide City with services requested-by City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City's Confidential Information (as defined below) as a requirement to perform services hereunder,Vendor shall return all of City's Confidential Information provided data to City in Vendor's standard format. If City requests such records in a non-standard format,there may be an additional charge to City for such delivery. 4.4 Termination for Cause;Cure Period.In the event that either Party determines that the other Party has defaulted in the performance of any material provisions of this Agreement or that such default is imminent or threatened,the non-defaulting Party will give the defaulting Party written notice of such default and demand corrective action sufficient to cure or prevent such default. If the defaulting Party fails to cure the default within thirty (30) days after the receipt of such notice or, in circumstances where the default cannot reasonably be cured within thirty(30) days, fails to begin curing such default within such 30-day period, then in addition to all other remedies that may be available to the non-defaulting Party, the non- defaulting Party may terminate this Agreement upon delivering written notice of termination to the defaulting Party after the expiration of the applicable cure period,and such termination will be effective as of the date of receipt of such notice. 4.5 Transition services.If requested by City,in writing,on or before the date of termination or expiration of this Agreement,Vendor will provide to City continued Services(as are already being provided to City at time of termination or expiration)("Transition Services"),for a period not to exceed Professional Services Agreement Page 2 of 24 twenty-four(24)months following the effective date of termination or expiration(the"Transition Period"). The Parties may mutually agree that Vendor may also provide such additional services as are necessary and mutually agreed to by the Parties, in order to facilitate the orderly transfer of the Services from Vendor to a third party or back to City(collectively with such continued Services,"Transition Services"). Transition Services will be provided to City pursuant to the terms of the Agreement at Vendor's then-current rates and for the duration of the Transition Period. Vendor may require pre- payment for Transition Services prior to any obligation to undertake Transition Services. 5. DISCLOSURE Or, CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has trade full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make fall disclosure to City in writing. 5.2 Confidential Information. "Confidential Information" means business or technical information of discloser in any form that: (1) is marked as "proprietary," "confidential"or"trade secret'; (2) is disclosed orally or in another manner that prevents the information from being marked, but that is identified as"proprietary,""confidential"or"trade secret"at the time of disclosure and promptly confirmed as such in writing; (3)given the nature of the information or the.context of disclosure,a person exercising reasonable business judgment would understand to be confidential,(4)ReedGroup IP or Client Records(as defined below), or (5) a physical, electronic and other copy or reproduction of any of the foregoing information, however made, and any abstract, summary or subset of any of the foregoing information. Confidential Information excludes information that: (a) is or becomes generally known or available to the, public(unless due to a breach of the Agreement by recipient);(b)was known by recipient without restriction as to use or disclosure before receipt of the information from discloser; (c)is acquired by recipient from a third party who has the right to disclose it without restriction as to use or disclosure;or(d)is independently developed by recipient without using any Confidential Information of discloser. Notwithstanding Section 4.3 to the contrary,Vendor is not obligated to remove City's Confidential Information from its backed up electronic records kept in its normal course of business outside of its normally scheduled retention policies, provided that Vendor does not make use of such Confidential.information and otherwise complies with this Agreement, and the terms of this Agreement will apply to such Confidential Information until it is deleted . in the normal course of business. 5.3 Unauthorized Access. Vendor shall store and maintain City's Confidential Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City's Confidential Information in any way.Vendor shall notify City immediately if the security or integrity of any City's Confidential Information has been compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City's Confidential Information from further unauthorized disclosure. 5.4 Use and Disclosure.Each of the Parties agrees that it will not, directly or indirectly,either during or subsequent to the term of this Agreement: (i) disclose any Confidential Information (Sae note below)of the other Party,other than as permitted or required to fulfill an obligation under this Agreement; (ii)use or disclose any Confidential Information of the other Party except for tine purpose of fulfilling its respective obligations under this Agreement.The degree of care employed by each of the Parties to protect and safeguard the Confidential Information of the other Party will be no less protective than the degree of care used by such Party to protect its own confidential information of like importance. Note regarding Confidential Information: City is a government entity under the laws of the State of Texas and all Professional Services Agreement Page 3 of 24 documents held or maintained by City are subject to disclosure under the Texas Public Information Act.To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Seller.It will be the responsibility of Sellerto submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City,but by the Office of-the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.5 ReedGroup IP. The Parties acknowledge that the Services primarily contain Vendor's own proprietary information,trade secrets and intellectual property("ReedGroup IP"), and there is no intent by this Agreement to transfer any rights to ReedGroup IP over to City. All intellectual property generated, conceived or developed under this Agreement including, without limitation, any information, inventions, discoveries, ideas, imiovatlons, communications, writings, reports and other works (whether or not copyrightable or patentable) including, but not limited to, any computer programs, which are made, conceived, developed or prepared by Vendor during the term of this Agreement and which are based upon or arise from the Services performed by Vendor, other than Client Records (as defined below), are ReedGroup IP. Notwithstanding anything to the contrary in this Agreement,Vendor will be free to use and employ its general skills,know-how and expertise,and to use,disclose and employ any generalized Was, concepts,know-how, methods,techniques or skills gained or learned during the course of any Services for City. 5.6 Client Ownership of Records. City will own its own claims and disability records("Client Records")which are provided to Vendor or prepared by Vendor during the course of Services. 5.7 Notice of Unauthorized Disclosure. City will immediately notify Vendor upon discovery of any unauthorized use or disclosure of ReedGroup IP and will reasonably cooperate with Vendor to help regain the possession of the ReedGroup EP and prevent its further unauthorized use or disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine, during normal working hours at a time mutually agreed upon by the parties, under the supervision of Vendor, and in a manner that does not breach the confidentiality of Vendor's other clients, any directly pertinent books, documents, papers and records, including, but not limited to, electronic records, of Vendor involving financial transactions relating to this Agreement at no cost to City. Vendor agrees that City shall have reasonable access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Vendor at least thirty(3 0)days' advance written notice of any intended audits. If City designates a third party to perform such audit,such third party will be required to execute Vendor's standard non-disclosure agreement. 7. WDEI'ENDICNT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Professional Services Agreement Page 4 of 24 Vendors and subcontractors. The parties further agree that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subcontractor. 8. LIABILITY AND INDENINIfi 'ICATION. 8.1 LIABILITY - EXCEPT FOR VENDOR'S INDEMNIFICATION AND EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHERFOR ANY INDIRECT,SPECIAL,CONSEQUENTIAL,PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING COMMERCIAL LOSS AND LOST PROFITS, HOWEVER CAUSED REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, DIRECTLY OR INDIRECTLY ARISING UNDER THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR 1F PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDOR'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED TWO(2)TIMES THE AMOUNT OF TOTAL FEES PAID BY CITY TO VENDOR UNDER THIS AGREEMENT IN THE TWELVE(12)MONTHS PRIOR TO THE DATE OF LOSS, 8.2 GENERAL INDEMNIFICATION 8.2.1 Vendor Indemnity. Vendor will indemnify, defend and hold harmless City, its affiliates and their respective directors,officers,employees or agents(cacti,a"Client Indemnitee'),from and against any and all claims, Iosses, damages, expenses, costs (including reasonable attorneys' fees and litigation expenses), and other liabilities (collectively, "Damages") arising out of or related to a third party claim against a Client Indemnitee to the extent that such liabilities are caused solely by Vendor's breach of this Agreement, breach of applicable state and federal laws, breach of Client Instructions,gross negligence,willful misconduct,criminal conduct,or fraud. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION -- Vendor agrees to defend, settle, or pay,at its own cost and expense, any claim or action against City for infringement of any patent, copyright,trade mark,trade secret,or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claire or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or Professional Services Agreement Page 5 of 24 restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,either: (a) procure for City the right to continue to use the software mid/or documentation;or(b)modify the software and/or documentation to make it non4nfringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,' and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 8.4 Notwithstanding anything in this Agreement to the contrary, Vendor's defense and indemnity obligations are conditioned on City (i) promptly notifying Vendor of any claim subject to or potentially subject to an indemnification or reimbursement obligation, (ii)cooperating with the Vendor in the defense of the claim; and (iii) granting the Vendor sole control of the defense and settlement of the claim. City may monitor the defense undertaken by Vendor at City's expense and with counsel of its choosing. Vendor shall not settle a claim unless the settlement (i) fully releases City, (ii) contains no admission of liability or fault by City, and (iii) involves no other remedy than the payment of money by Vendor. If Vendor does not assume control over the defense of an indeinnifiable claim as required in this section,then City may defend or settle the claim in a reasonable manner at the expense of Vendor. 8.5 City will defend Vendor, its affiliates and their respective directors, officers, employees or agents, against all claims that arise out of the City's performance of the interactive process, the City's final determination for an employee's request for a reasonable accommodation under the ADA or ADAAA and/or any resulting employment decisions made by City(collectively the"ADA Claims"). If City does not assume control over the defense of an ADA Claim as required in this section,then Vendor may defend or settle the claim in a reasonable manner at the expense of City. Notwithstanding this Section 8.5 to the contrary,Vendor may choose to retain its own defense counsel at its oven cost if Vendor determines,in its reasonable discretion,that City's defense or a joint defense is not in its best interest(e.g. causes a conflict of interest). If Vendor so chooses to retain its own defense counsel, City will cooperate in Vendor's defense of any such claims, including, without limitation, providing witness and documentation support,filing of pleadings and/or supportive motions as appropriate, and participating in any court ordered mediation or arbitration. 8.6 City's defense obligation in Section 8.5 above is conditioned on Vendor(i)promptly notifying City of any claim subject to or potentially subject to a defense obligation; (ii) cooperating with the City in the defense of the ADA Claim; and (iii)granting the City sole control of the defense and settlement of the ADA Claim,provided that City shall not settle an ADA Claim unless the settlement(x)fully releases Vendor,(y) contains no admission of liability or fault by Vendor,and(z)involves no other remedy than the payment of money by City. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without prior written notification to the City; provided, however, that Vendor may (1)assign its rights and obligations to an entity,controlled by,or under common control with Vendor, and (2)subcontract any duties or obligations that Vendor agreed to perform for its clients in general across its business, including, without limitation, print fulfillment services, telecommunication services, hosting services, temporary labor,and independent medical examinations and peer-reviews;provided,further,that (a)Vendor will remain liable shall remain primarily responsible and liable for the activities subcontracted and for such of the acts and omissions of the subcontractors in respect of such activities as would render the Vendor liable to City,,had such acts or omissions been the Vendor's own acts and omissions, including Professional Services Agreement Page 6 of 24 any payments required to be made to such subcontractors, and (b) Vendor shall enter into written agreements with any and all subcontractors binding such subcontractors to teens and conditions at least as protective of City as the terms and conditions set forth in this Agreement, If City grants consent to all assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under tivs Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor ender this Agreement prior to the effective date of the assignment. 10. INSURANCE. Vendor shall provide City with certificatc(s) of insurance docurnonting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000 Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers'compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (COL) policy, or a separate policy specifie to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2)years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements Professional Services Agreement Page 7 of 24 (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear to the extent of the obligations in the Agreement. The term City shall include its employees,officers, officials,agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street,Foit Worth,Texas 76102,with copies to the bort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimrnn rating of A- V11 in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (c) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (1) Certificates of Insurance evidencing that Vendor has obtained all required insurance,shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations.lf City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. City acknowledges that the Services provided to City cover only compliance with the leave laws set out in the Statement of Work (SOW)_ 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives,assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Professional Services Agreement Page 8 of 24 Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To VENDOR: City of Fort Worth heed Group Management LLC d/b/a ReedGroup Attn: Susan Alanis,Assistant City Manager Scott Larsen, CEO 200 Texas Street 10355 Westmoor Drive Fort Worth,TX 76102-6314 Westminster,CO 80021 Facsimile: (S 17)392-8654 With copy to Fort Worth City Attorney's Oft-tee at same address 14. SOLICITATION OF El PLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Vendor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Is. GOVERNMENTAL POWERS, It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. 'COVE,RNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. is, SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. Professional Services Agreement Page 9 of 24 City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CON'T'ROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,C,D,and E. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B, C, D, E, and F, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest,as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreemcnt. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. 'WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform. to generally prevailing industry standards. 26. IMAUGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work cinder this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S RMPLOYEES, Professional Services Agreement Page 10 of 24 SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. CIIANGE IN COMPANY NAME;OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact future invoice payments. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 30. SELF-SERVICE PORTAL LICENSE. Subject to the terms of this Agreement, Vendor hereby grants to City for the Term a limited,non-exclusive and non-transferable license to access Vendor's claims management application and Vendor's employee self-service portal (collectively, the "Self-Service Portal")theough Vendor's wed-based portal and use the Self Service Portal for the limited purpose of the Services. Use by City will extend only to its and its affiliates' employees that City has authorized to use the Self-Service.Portal exclusively for its benefit and who agree to limit such use in accordance with the terms hereof("Client Authorized Users").City will cause City Authorized Users to comply with the terms and conditions of the Agreement. 31. DISABILITY DATA SET LICENSE.Vendor maintains a proprietary database of de-identified disability data from which Vendor derives valuable disability duration tables and other guidelines, and which Vendor's personnel may reference and conduct data analytics as part of providing services to Vendor's -portfolio of clients, including to City. City hereby grants to Vendor an irrevocable, perpetual, worldwide and royalty-free license to use and aggregate a de-identified summary statistical compilation of the City's disability duration data that Vendor may receive and process in the course of providing Vendor's Services("Data Set'). The sole limited purpose of such license is to allow Vendor to aggregate this Data Set with similar do-identified data sets from other Vendor client sources, to refine and keep updated Vendor's MDGuidelinesQ0 and successor or derivative databases,for the ongoing benefit of Vendor clients. Professional Services Agreement Page t I of 24 Vendor may use or disclose a]I or any part of such proprietary database generated as a result of aggregating such Data Set with the dc-identified data sets of other Vendor clients. It is mutually understood and agreed by the Parties. that City's Data Set will exclude all Individually Identifiable Health Information, as such term is defined in the Health Insurance Portability and Accountability Act of 1996 C'HIPAX),as may be amended including, but not limited to, any information with respect to which there is .reasonable basis to believe that the Data Set can be used to identify the individual City Employee. Professional Services Agreement Page 12 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of.r,)fC tuber 20_L. ACCEPTED AND AGREED: VENDOR: Reed Gro tip ManagenreW LLC d/b/a ReedGrotip ATTEST: By: l.Ld-t_. t Naive: Kevin Curry By: Title: Chief Revenge Officer Name: -Sa,,ra_I�, ICR.,rsl,-cw Title: �Darct}� Date: 11 a..Lo ,s2o t CITY OF FORT WORTH: CONTRACT COMPLIANCiJ MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and (Y- e: Susan Alanis, reporting requirements. Title: Assistant City Manager- Date: Ills By. acne: Kevin DuvaK APPROVAL RECOATHE ED: Title:Human Resources Coordinator APPROVED AS TO FORM AND LEGALITY: By: � kat . n DicvAotl ctor gman Resources By: ame: J�e, nA ii '1-arl� E; ATTEST: Title:Assistant City Attorney 11 i ' CONTRACT AUTHORIZATION: M&C: P-12164 p3/Oto l 1$ e: Mary Kayser _ Form 1295 Certification No.: 2018-316399 Title: City Secretary OFF MAL RECORD Professional Services Agreement 1,ag-rAqV r r» WORT11,TX EXHIBIT A SCOPE OF S)E;R'VI[CES Y.SCOPE OF SERVICES &DELIVERY MODEL I.0 This Delivery Model serves as a Statement of Work and describes the Scope of Services to be provided under the Agreement to which this Exhibit A is attached.This Exhibit A is part of and subject to all terms and conditions of the Agreement.Unless expressly indicated otherwise, all terms used in the Agreement retain the same meaning when used herein. In the event of conflict between this Delivery Model and the Agreement,the Agreement shall control. Client-specified processes or components that fall outside this Delivery Model are considered customizations and ace subject to standard processes for establishing scope and additional fees. Professional Services Agreement Page 14 of 24 Table of Contents ExhibitA—Delivery Model.,.............................:...................................................................—................,... 14 Terminology&Conventions..................................:............................_.........................,................................ 16 CoreService Lines...................................................................................................................................... 16 FamilyMedical Leave......................................,.....................................................................................,....-. 16 USERRAand Company Military Leaves.....................................................................................>.......... 16 ADA........................................................................................................................................................... 17 Lost Time due to Occupational Illness or Injury..................................................................................... 19 Compliance............................................................:................................... ............................................... 19 EmployeeExperience............................................................................................-......................................20 EmployeeSelf-Service.............................................................................. ............................................ 20 EmployeeCommunications................................................. ._................................................................ 20 ClientContact Experience..........................,.................................................................-............................... 22 Client(Manager/HR) Self-Service.,............................................................................................. -----22 Client(Manager/HR)Communications..................................................................-................................ 22 LeaveProOPlatform.............._......................,............................................,......................................................22 Base`technology Services...................................................................................................................... 22 DataFeeds............................................................................................................_....................................23 Conversionand Takeover................................--..................................................................................... 23 Reporting and Analytic Services............................................................................................,........---.....24 Appendix.......................................................................................,................................................................ 24 AppendixA--Covered Leaves..............................................--................................................—............24 FederalFMLA.......................................,............................................................................................... 24 FederalUSERRA............................................................................................................................— 24 Professional Services Agreement Page 15 of 24 Terminu ©gy & Conventions w, 1, , ADA Americans Vifh Dfs WItieg Act of i 990 EFT Electronic Flle Transfer—Secure,one ted means of transfer for all feedslinterfaces FML Federal or State laws that provide family and medical leave e. .FMLA FMLA The Family and Medical Leave Act of 1993 ----. IVR Interactive Voice Response LeaveProlb ReedGroup's proprietary web-based technology,used by our colleagues to track,manage,and report on LOA,STD,LTD,and WC. Leaves of Government-mandated periods of time that allow employees to take job-protected(usually unpaid) AbsencelLOA absences for qualifying reasons(e.g.,FMLA and state FMLs),or similar client-provided leave policies. This does not include laws that provide.(i)sick days for employees(e.g.,San Francisco Paid Sick Leave Ordinance,D.C.Sick and Safe Leave Act),(it)Income replacement during[eaves without providing the right to take a leave(e:g„California Paid Family Leave,Now Jersey Family Leave Insurance),or(iii)the ability to use employer-provided sick care benefits(if offered)for family members e.g.,California lain Care,Minnesota Sick or Injured Child Care Leave ReedGroup Rood Group Management LLC Roster File Feed that provides employee eligibility and.demographic data,generally provided by an established __._--- - system USERRA Uniformed Services Em to meat and Reemployment.Rights Act of 1994 WC Workers'Compensation Care Service Lines All services identified will be administered according to ReedGroup's standard processes and procedures, unless otherwise identified. Family Medical Leave Ease Services' Nord r . Administration of Federal FMLA(including qualifying exigency and military caregiver provisions) Administration of state FML,family military,bone inarrowlorgan donation,domestic violonco, school visitation/small necessities,and crime victim/court witness leave laws See Appendix A for a list of covered state leaves. Provide 2nd and 3rd Opinions upon approval by client USERRA and Company Military Leaves Administration of unpaid USERRA-covered military leaves 11rofessiorial Services Agreeinent Page 16 of 24 ADA i Provide facilitative solution for all accommodation requests N ® Employees requesting accommodations submit their request to ReedGroup — Depending on the nature of the request,the employee may be directed to complete and return an Accommodation Request Form in the event they would like to request an accommodation ReedGroup will facilitate only the following steps of the interactive process between the employee,the employer,and healthcare provider 1)ReedGroup will develop a recommended accommodation for the employee based on subject matter expertise and guidance offered by MDGuidelines and/or the Job Accommodation Network (JAN)database. -- ReedGroup recommends setting up a"pre-approval'process,whereby if the requested accommodation meets certain criteria(e.g.,less than two weeks of leave),it would be automatically approved 2)ReedGroup will provide the recommendation and a summary of the request to the client- designated contact(s)for review and completion of the interactive process. The client retalns sole responsibility for completing the interactive process by providing a timely response and making a final decision on whether client may provide a reasonable accommodation to the employee.Once delermioad,client-designated contact will Inform case manager,who will update LeavePro&with result -- Clients will have the opportunity to approve or deny requests,or provide an alternate accommodation Once the client's determination is communicated hack to ReedGroup,the case manager will update the LeaveProe with the decision and will communicate the outcome to tine employee via telephone and U.S.Mali(emails will be sent were requested.) — LeaveProe will contain all information and documentation relevant to the interactive process and will continue to be used to track leava-based accommodations Company Leave plan - Major Medical Sick Leave (MMSL) • i Review and tracking of MMSL Claims. Determination will be based on FMLA paperwork. Note—Ro.edGroup will not calculate accrual balances.All benefit and payment calculations will be performed by Client payroll and Human Resources departments. Number of ERISA Plans: 0 Professional Services Agreentenr Page 17 of 24 Number of non-ERISA Plans: T Transmission of medical documentation(provided appropriately executed authorization is on file) to LTD vendor Appeals will be handled by client, p Survoillance Services upon approval by client at a pass-through charge p Engage third party vendor to provide external case management services including physician/peer file reviews,independent medical exams,functional capacity evaluations,and vocational rehabilitation services,as a pass-through charge Continue to manage claims through full-time,full-duty return to work,including,W1 rrot limited to: notifications)and follow-up witls Ofaiii-deslijnalf'M Mntasts,employee,aricl l7ealtlrcote[gooders as needed-,and obtaining medical doGumentallQa and wofng clarlficatlon(s)hrpdatea m needed. Professional Services Agreement Page IS of 24 Last Time due to Occupational lllrteso )r inign,r Note-ReedGrou does not administeir warners'com ensation i5enefi:ts Coordination of WC Claims: 0 m Administer applicable FML concurrent with WC claim Provide communications to designated client contacts and employee as appropriate based on applicable FMUcompany leave plans ReedGroup will cease coordinating WC claims upon the exhaustion of anylall applicable FML andlor company leave plans Receive notification and approval dates of lost-time workers'compensation events via inbound report from WC vendor on a weekly basis Compliance Oversight of ongoing compliance p • .Monitor legislative and regulatory changes and notify client of such changes as ReedGroup becomes aware of them,providing information and guidance,where possible,to assist client's decision making a Provide compliance updates via ReedGroup blog Update procedures based on change Update communications,as necessary n Update systems and ongoing claim operations,as necessary ® Provide access to quarterly compliance webinar Professional Services Agreement Page.19 of 24 Employee Fxpprje i(,6�. Employee Self-Service 6—a- - S.(�rduo LeaveProe IVR system: CI * Report intermittent usage * Obtain information regarding the status of open eases Available 24 hours,7 days per week except for periods of routine maintenance English-language LeaveProD Employee Self-Service portal: Submit a new leave request ® Report intermittent usage n Obtain information regarding the status of open cases Access correspondence and forms that have been sent Upload claim documentation a Confirm the receipt of submitted documentation g Submit return to work date e View plan entitlement information Accessible on mobile devices(e.g.,smartphone,(ablet} Available 24 hours,7 days per week except for periods of routine maintenance Employee Comrf urilciWons Contact employee via telephone at claim initiation,upon adverse claim decision,and prior to return 0 to work Provide Call Center Support ® 7 am to 7 pm,Central Time,Monday through Friday,through dedicated toll free number. Closed on weekends and ReedGroup-observed holidays a English language support Caller authentication and security protocols a Support telephone access for non-U.S.callers via direct dial number Transfer employee to other vendor programs,as applicable and where integration with program has been Implemented(e.g.,EAP!Wollness,H&W) a Provide employees with Information on:coverage and eligibility for FMLA,state FML, and othor leaves of absence;claim-filing procedures and LOA requests;general information and direction Professional Services Agreement Page 20 of 24 Call Recording e All inbound and outbound calls will be recorded and stored for 90 days Provide voice message box for client employees and other callers(e.g.,after-hours callers) m Messages received prior to 2:00 pm Central will be returned the same business day Messages received following 2:00 pm Central will be returned prior to 2;00 pm Central the following business day Note:Telephony system is not capable of tracking voice message response times. Contact employee via U.S.Mail and/or email using a standard suite of configurable employee forms and letters including the following; m Standard suite of State FML inserts ReedCroup Certificafion of Healthcare Provider form and Medical Release Authorization Form ® Black and white customer logo/branding on letters Contact employee via automated,one-way SMS(text messaging) o Paperwork due notification a Return to work confirmation notification End of Claim Surveys • Provide standard survey to all approved claimants and/or supervisors following claim closure and return to work • Provide survey in electronic format on quarterly or annual basis • Provide client with overall employee satisfaction scores as a part of performance guarantee reporting o Begin surveys 90 days after live date IVR Surveys Provide standard telephonic survey at the completion of each call Access to language line,which provides translation services for approximately 173 languages and adds language support based on customer needs Professional Services Agreement Page 21 of 24 Client Contact Experience Client (Manager/HR) Self-Service English-language LeaveProD Manager/HR Self-Service portal: 21 Submit a new leave request on behalf of team members * Report intermittent usage on behalf of team members e Obtain information regarding team member claims,including.status and correspondence ® Submit return to work dates on behalf of team members Access standard reports Available 24 hours,.7 days per week except for periods of routine maintenance Client (Manager/HR) Communications Contact client-designated contacts using a standard suite of configurable client-designated contact forms and emails Leavepro' Platform Base Technology Services LeavePro'D access using supported browsers with required plug-ins: Microsoft Internet Explorer I I+ Mozilla Ftrefox Google Chrome e Safari Adobe Acrobat Reader Authentication and access to LeavePro®via internet site Standard security roles including: Employee * BenefitslPayroll HR Management(Corporate HR) Human Resources • Supervisor Occupational Health Professional Services Agreement Page 22 of 24 Auto administration of security roles(excluding analytics 1 reporting role)via Raster File 0 Configuration of standard intake script based on Client scope and requirements Data Feeds olow Standard Roster File 0 • Inbound W Weekly e Sent via EFT secure transfer methods Configurable Leave Status Feed(LSF) p • Outbound s Nightly ® Standard business processing,change indicators,and claim events Includes client configurable fields and triggers Sent via EFT secure transfer methods Configurable Timekeeping Feed 0 a Outbound o Lightly(7 days/week) Standard hours calculations,plan codes,work types g Sent via EFT secure transfer methods Conversion and Takempr Conversion of 12 to 24 months of leave of absence history L 0 ReedCroup Standard Historical and Takeover File 0 92 to 24 months of data loaded 49 Full production file provided 30 days prior to go live date Delta("changes only")file provided within 5 days after go live date 9 Sent via EFT secure transfer methods Take Over of LOA Events in Transition at time of transition to ReedCroup 0 ® ReedCroup Standard Historical and Takeover File Addition of Additional Populations(Mergers or Acquisitions) • Client may add additional eligible populations to the existing Roster File • Population will use existing data feeds(e.g.,LSF,ATP,etc.),plans,eligibility,onfitlement rules,and all other items documented within Delivery Model Professional,Seivices Agieei ent Page 23 of 24 Reporting and Analytic Services I- M W Standard reporting package, m Accommodations Detail Report ¢ Closed Leave Report Daily Restriction Accommodations Detail Report Estimated Return to Work Report Intermittent Leave Certification Report Leave Status and Time Used Report Lost Days Summary Report Now Leaves Received Report d) Open Leave Inventory Report o ACA Hours Report Quarterly Performance Report: p a Including up to one demographic drill-down(e,g.,Department) Analytics Review El ® Provide quarterly meeting,led by ReedCroup's Account Manager to review quarterly performance report Provide up to 60 hours of analytics consulting support per year: Up to two meetings per year for in-depth review of overall program data,including trends,opportunities,and program recommendations, Hours can be used to support custom report development. Appendix Appendix A---Covered Leaves Note-Additional leaves will be added as necessary throughout the life of the contract Federal I-IIel V Federal Family and Medical Leave Act (FMLA) Federal UShRRA Federal Uniformed Services Employment and Reemployment Rights Act (USERRA) Professional Services Agreemeat Page 24 of 24 Reed " EXHIBIT H - PROVIDER (AUFST 10WHAIRE General Questions QUESTION PROVIDER RESPONSE A Mh 1) Uorq'oar)y Name: ReedGroup Persons Responsible for this Amanda Rigg Proposal: Title.- Senior Sales Executive Addres 10355 Westmoor Drive S. 678-897-8028 Telepho ariqWregdq�.com ne, Email: 2) Provide your most recent ratings: In 201.3, ReedGroup joined The Guardian Life Insurance - Moody's Company of America as a whoffy-owned, independent -Standard&Poor's subsidiary. Guardian, a Mutual company, a 150 year old, highly -A.M. Best respected pillar of the insurance industry, is rated as below, -Duff Phelps These ratings are subject to change, ReedGroup does not have separate ratings, Moody's Investors Service—Aa2 Standard & Poor's—AA* A.M. Best Company—A++ Guardian also maintains a Comdex Ranking of 98.The Comdex is a composite index or percentile ranking created based on the current financial strength ratings of the major rating agencies.The Comdex indicates on a scale of I to 100(100 being the best)where the company ranks among 1,100 companies that have been rated. In order to receive a Comdex rating, a carrier must have received a rating from at least two out of four of the major rating agencies. 3) Provide a brief history of ReedGroup has been helping companies of all sizes and in all your company. markets for nearly four decades. Founded in 1977, ReedGroup began offering disability duration guidelines and software in 1991. In 1993, ReedGroup began offering self- Insured ASO and ATP disability management services and other disability of absence tracking programs, expanding to include federal and state FMLA services in 1997, and ADA/AA administration in 2011. Today, ReedGroup provides services,software, and reference tools to hundreds of clients representing millions of covered lives. We provide several outsourcing models, Including service,co- ReedGraupxoin I Prop ictary&Confidential I Page 4 sourcing, and software. Our extensive experience,world-class Industry experts,clinically-supported administrative models., and cutting-edge technology enable ReedGroup to support custom client programs in multiple outcome-focused models. ReedGroup is a wholly-owned subsidiary of The Guardian Life Insurance.Company of America, a mutual company. 4) Are you currently being investigated by No. ReedGroup does not provide information about litigation. any government agency or named in "ReedGroup is not being investigated by any.government litigation? If so,please explain. agency. Like any business, ReedGroup is occasionally involved in litigation. No open cases would be reasonably expected to impact our ability to deliver services to the City of Fort Worth, in anyway." 5) Please see attachment B and provide We believe the most insightful information on our capabilities and us with the name,title and telephone experience comes directly from our clients.As a courtesy to our nbmbers of three of your FMLA/ADA clients, many of whom have corporate policies pertaining to clients that are similar in size and/or reference checks, we are protective of their time and the nature industry to the City of Fort Worth. of our relationships with them. Please inform our Senior Sales Please include number of employees, E=xecutive,Amanda Rigg,Tel. +1. 678.897.8028, or specific services you provide and date arigg0reedaroup.com,to obtain specific contact information for services began. each reference noted below. Reference#1 Reference#2 cmmpalry Rack.ord Public 5shoola - Reference#3 flamo Compuny Inez Hards [Colrlxni ,ontact Amanda lligg to Conlact planhel e- rrrordtltPte, Nano iIl,,ll arr reodu .cont C011tor.r _90dot HR NlanaVcr 11liolRalu CgmPZL1$V Virginia Relimmenl system C��rrrtiu Cf2InPV111Y Tris h Gnn tao eenlaot Amanda Rigg to coordinate, Cantnct u1sttop jrha»p/ wIggereedurcup.aman Notno rt rtldll Goniarrl C11certor Tilla�kala Comb ily City of Houston A i3 h11i COmptmy uooeiyn Cb nta ct Contact Amanda Rigg to cm(;Jki3bte. �arrlact rlghl plimkv t a- ,ir'.gg@u readgrouPLMM Nam' MAW 60ntacl DIVIMon Manager.Strateylc RQ,iPfil9 Planning Design 11110Role R80CI 3roup.corn I Proprietary&Conor€ential I Page b 6) Please provide us with the name,title Many of our former clients have experienced organizational and and telephone numbers of two of staff changes and as such our preferred approach is to not your terminated 1✓MtAlADA clients, provide contacts for clients we no longer serve. For more who did not terminate due to a information on ReedGroup's reference approach, please contact merger. Please include number of our Senior Sales Executive,Amanda Rigg, Tel. +1. employees, specific services you 678.897.80128,or ariqqOreedgmo.ccLm provide and date services began. -Terminated Reference#9 -Terminated Reference#2 x. rv]edExpress NAruo Gum]jaily 'rind t<.4111431 Conon Anarlda Bigg to Cnntari Vanaledy �ha9iei r«-. coordhiate. f,lanib __ (hall adgggmod rou .cam o�aiau4 l7iw4lur.Emplopae Care a Bcriefifa y In�rr��r� Gumpdny I.oufs Vvillon Wmi Heruresaey I.VMH t'r[I MI. CornpM1rly Afllson 4nuigct GBnrhCl,4r5�arhrla IgQ Co 00FARGI Kalban- coordinate. ar,-jg@reedgror1}a,c4m Mom Garnett Mr+nil _ Cant�ct bice Pregtdent 71uoJCtol� 7) Please outline your The average deployment time of an implementation is dependent Implementation plan and on the complexity of the service delivery. Based upon the City of methodology. Fort Worth's scope of work, number of feeds, and our recommended testing requirements,we recommend an Implementation time frame of four months as outlined in the Sample Implementation Milestones included in the Appendix accompanying this response.We will work with the City of Fort Worth to develop a timeline that works towards the appropriate implementation date and mitigates any risks due to conflicting city initiatives, We follow a rigorous implementation methodology, utilizing assigned implementation managers;a cross-functional team with experience in all aspects of absence management implementation; and, both project management and operational expertise and discipline to lead and manage the event.The ReedGroup implementation manager has accountability and responsibility for overall implementation planning, achieving implementation milestones efficiently, identifying and helping to resolve issues,and ensuring proper staffing of the City of Fort Worth implementation team.There are specific aspects of the implementation (e.g.,technology, claim process flows, training, etc.)that are led by subject matter experts, all of whom are accountable to the implementation manager for deliverables. Throughout the implementation process,weekly core team meetings and monthly governance meetings address implementation progress;an emphasis is placed on project RoodGroup.corn I Proprietay&Confidenfial I Plage g management tools and disciplines, including a detailed project plan with dependencies and milestones., an open issues log, risk mitigation matrix,and a client scorecard that details the overall health of the project. Knowledge transfer and project continuity to the city's ongoing account team are important to success. These ends are assured since implementation resources stay aligned t, the project for a period post go-live to ensure all open items are resolved, and all implementation protocols are operating efficiently and correctly, and the aligned ReedGroup account management team will be party to the implementation at the onset of the project and work together throughout the . implementation duration to ensure seamless delivery to the City of Fort Worth. 8) fro you have a plan to protect City Yes. ReedGroup is in the business of managing sensitive information that is housed in your personal and medical data.The information that resides on our system? If so, please explain how computer systems and networks is of great importance to this is protected. ReedGroup and to our clients, Because of the rigorous demands of the legal and regulatory environment in which ReedGroup operates and the increasing value of the information we collect, store, and process,ReedGroup has made it a high priority to protect this critical information. In the course of our business we are entrusted with confidential information about our clients and their employees. Protecting the confidentiality, integrity and availability of customer financial information, records and transactions is critical to ReedGroup. We consider guarding customer information both a legal and an ethical obligation. Our policies, procedures and technologies are designed to protect confidential information against inappropriate and unauthorized use and disclosure.We treat our customers' data with great care. ReedGroup maintains an enterprise-wide Information Security Program and has Implemented administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of client confidential information. The Information Security Program is built on a foundation of strong information security policies and standards that are in balance with business priorities and operations. ReedGroup's Information Security Policies are based on ISO 27002:2005,the internationally recognized security framework for information security management. These policies address subjects such as access control, information handling, physical security,business continuity, security training and more. ReedGro€fp's objective is to provide a secure environment in which we may use and manage our information assets with ReedGrOUP.00111 I ProprietaiY&Corifidwilial I Page 7 protection from data loss, service disruption, misuse or unauthorized access. To test the effectiveness of our controls, ReedGroup conducts annual internal assessments, a SOC 1 Type II audit and an external penetration test. These evaluations provide feedback for the ongoing improvement of the Information Security Program at ReedGroup. a The application is hosted in a highly secure and available environment at a Tier 3+data center. o A hosting center Network Operations Center monitors the software 2417 for security and performance, o White Hat Security provides additional 2417 vulnerability scanning. 4 Web traffic to both the Leave Management Application and Self Service Portal is secured by encryption that suppotts TLS'I.D or above. ® Strict, role based permissions grant different levels of access to information Data is encrypted In the database. a Database baci;Ups are encrypted with A 5256 encryption. Data transmissions are monitored. Data transmissions are encrypted with SFTP or other secure file transfer protocols. Anti-malware and anti-rootkit software is installed on servers, a ReedGroup employees must adhere to strict data handling and security procedures, ® ReedGroup can integrate secure email and Single Sign Can capabilities for additional protection. Security policies are reviewed annually at a minimum. Our management team is committed to ensuring that information security is supported at every level of the organization, as this is a critical component of our services,software and tools. This is accomplished by active board and management oversight; effective management and monitoring of information security risks;delineating clear accountability;and setting appropriate review processes.These mechanisms ensure that ReedGroup is able to identify, monitor and control information security risks promptly and efficiently. 9)Where do you house your servers? Ree.dGroup's primary data center is located in Utah,with What is your disaster recovery plan backups located in Colorado, if something was to happen to the location of the servers? ReedGroup maintains,and continually reviews, a comprehensive disaster recovery plan. Included in the plan are step-by-step instructions for rebuilding our network,the order in which it is to RcedGroup.con) I proprieiaiy&confidential I Page 0 be rebuilt, team listing and call trees for assessments, business continuity protocols, declarations and hot site setup, as well as a list of vendors that support both our hardware and software systems.The employer's data will be included under the plan. ReedGroup's Disaster Recovery methodology Is built using a mix of warm and hot site recovery. o Using Storage Area Network(SAN)Recovery Point Appliances, production systems are replicated in near real- time to the disaster recovery site located in a different US state. Full production clone environments are setup in the disaster recovery site, ready to be brought online in the event of a declared disaster. For additional recovery, ReedGroup backs up data with a three- tiered backup approach: W Full Backups: full database backups are processed nightly and are encrypted with AES 256 encryption. These encrypted backups are copied to another server in the production environment and restored on a nightly basis to support the reporting design and verify that the backups are valid and error free, * Incremental Backups:transactional backups are made every two hours.Weekly full and nightly incremental backups of critical files, folders, database backups and application files are then copied to separate, redundant disk through a managed backup vendor located in the same data center. • Nightly backups are mirrored to the disaster recovery environment located in a different US state, 10) Please provide an overview of your The Self-Service Portal Includes the following operational leave standard reporting capabilities and data reports for supervisors, managers, HR staff and other sample reporting packages for each employer-side users: line of coverage. Closed Leave a Estimated Return to Work Leave Status&Time Used Open Leave Inventory Intermittent Leave Certification—detail Intermittent Leave Certification--summary • New Leaves Received b ACA(Affordable Care Act)Supplemental Hours Summary Self-Service Portal reports are refreshed nightly. Users can request standard reports that will be generated at-will, or can Reed(zroup.cani I Proprietary&CoMidential I Page 9 specify that standard reports be generated according to a scheduled time frame. Users can generate their own reports using the Self-Service Portal.To generate reports, users simply select from a range of available field options and select a format type of.pdf or.csv. Reports may be searched and sorted according to user-defined parameters. Please refer to the Sample Self-Service Portal Reports included in the Appendix accompanying this response. 11) Please describe accessibility for City Requests for FMLA,state leaves,and other absence employees to file a claim. For plans/policies can be submitted telephonically via employer- example,do you have a 24/7 dedicated,toll-free number or using ReedGroup's web-based centralized reporting system? Can Self Service Portal. Employees requesting time off for a personal a claim be filed online?From a or family serious health condition are first interviewed by an mobile phone? Intake Specialist who reviews the employee's information in our system,makes necessary notations concerning the claim request, and verifies preliminary benefit eligibility.A representative for the employee,such as his or Iyer supervisor, may also initiate a new claim. The service center has hours of operation,while the self-service portal is 24xf. 12)Do you manage client specific leave Yes.We have Included the administration of the military leaves types and attendance tracking? If within our solution for the City of Fort Worth.We would be happy so, please describe available to discuss the administration of other city-specific leaves with the services. City of Fort Worth. 13) Please describe the supports you Client Management and Human Resources provide to client management, Within our solution,there are two"levels"of web-based self- Human Resources, and Legal service for employer contacts: personnel. Manager/NR users--Provides authorized employees(e.g., managers, human resources representatives)with access to mobile-optimized,web-based employer self-service. Users have the ability to access reporting for their teams (based on[Client Name]'s hierarchy structure), as well as view employee claim status information, submit a new claim on behalf of an employee, access claim notifications,or submit intermittent usage on behalf of an employee. Corporate users—Access typically is configured to provide authorized employees with the ability to see reporting and dashboard information across the organization, as well as view specific claim information for all employees. While there is no limit to the number of stakeholder or manager/HR users,we typically limit the number of corporate users to 5.10 individuals. RFedf-5foup.com I Propriciary&Confiidonifal I Page 10 Information within the claim system and self-service portals is available in real time; however, information within reports is refreshed nightly. Legal Personnel ReedGroup's dedicated, internal, compliance experts are focused on providing our clients with thorough and detailed compliance support.We provide updates when changes are Occurring, and comments on how these changes may impact the city's current programs and processes. Most importantly, our team works with the city's team to guide you through the laws, regulations,court cases, and agency guidance to forge a compliance strategy that is an extension and reflection of your human resources and legal departments. Our compliance team is always available to speak with the City of Fort Worth's legal personnel related to specific claims or escalations. ReedGroupxam I Propria Eary&C.onfideniiai I Poge i 1 Fid'LA Administration Questions RESPONSEQUEST(ON PROVIDER I'. Briefly describe your capabillties for ReedGroup's leave claim mnnagemenl system administering absences under FMLA, supports all four of the Family and Medical Leave including whether FMLA is administered usage calculation methodologies (calendar, fixed, internally within your organization or "measured forward,"and"rolling backward"). outsourced to a third party administrator. Additionally,we can differentiate leave calculation by location and/or business unit, and we will measure the 26 weeks of military caregiver leave by the"measured forward"method regardless of the method used for your"traditional" Family and Medical Leave Act administration. Finally, we can administer"per event"entitlements(e.g., :out months per pregnancy)for the state leaves that prescribe them. Due to the highly regulated nature of FMLA by federal and state legislation, there are specific guidelines that must be followed regarding how requests for FMLA leaves are administered, and how and what type of information may be requested to assist in the authorization of FMLA absences. With our experienced colleagues, systems capabilities., and knowledge,we are equipped to meet these strict requirements, freeing the City of Fort Worth to focus on serving your citizens, not on the administration of leave of absence claims. A team of experienced FMLA and leave of absence claim managers, clinical resources, and legal and compliance resources will provide the administration and management to the City of Fort Worth and your employees going out on a leave event,All custorner service and case management services are provided directly by ReedGroup colleagues. 2) How long have you been offering Since 1997. FMLA administration services? 3) Flow many clients outsource their Ree.dGrou.p currently provides FMLA and leave of FMLA administration to your absence administrative services to over 200 company? clients, representing over 3.2 million eligible employees. RuedGroul)..Cent I ProprIolmy&Confidential I Pace 12 4) Describe any alliance relationships your FReedGroup does not utilize or contract with any organization may have in delivering FMLA subcontractors in the provision of disability or services, including: leave of absence claim administration services of a. Now long the alliance has been in any kind.All claim administration services are effect provided by our employees.For clarification, like b. If the relationship is exclusive all companies, ReedGroup uses vendors across its services to support general business functions, such as telephony and computing. We also workwith several vendors that perform specialty services such as physician file reviews, independent medical examinations, surveillance, etc.While we have preferred, best practice partners,we do not require that these companies be used, Instead, we present vendor recommendations to our clients or we can work with any client-requested vendor.Vendor services are presented at cost with no markup. ReedGroup will manage the vendors as applicable to the claim administration process. 6) What measures are in place to Within our best practice solution for the City of coordinate STD, LTL], and FMLA Fort Worth, ReedGroup would act as the'primary administration? intake for all continuous and intermittent leaves of absence. In the event the leave request is due to the employee's own serious health condition and the employee is enrolled ill Uty's STD plan,we would warm-transfer the employee to the appropriate administrator or insurer upon the conclusion of our intake process.This would serve to alleviate:confusion on behalf of the employee and ensure a better experience_ Given the LTD elimination period typically exceeds FMLA's 12-week Entitlement, we tJ,, n^f typically coordinate with LTD carriers for standalone FIALA; however, we are happy to share LTD coordination recommendations specifically for your program, 6) Describe the clinical resources Clinicians(registered nurses and Master's level available for FMLA administration. behavioral health specialists)act as clinical resources to the leave case managers, since, following the restrictions in place relative to state and federal compliance regulations, 100%of our TML book of business has access to clinicians in some fashion. Nurses and Master's level behavioral health specialists are used to clarify claims and/or authenticate medical information Reedoroup.cO111 i Proprietary&callfidential i Page 13 from the healthcare provider when and as required. 7) Describe your standard FMLA A team of experienced FMLA and leave of administrative workflow from claim absence claim managers, clinical resources, and notification to final determination. This legal and compliance resources will provide the workflow should include your protocols administration and management to the city and for handling intermittent FMLA leaves. your employees going out on a leave event. Specifically,the process we follow includes the following steps: Your employees will call our Leave of Absence Service Center via a toll-free number to report an FMLA leave to our intake specialists,who will guide them through the process from claim initiation through return to work.We will explain employees' FMLA rights and obligations, describing the entire leave process to them. FMLA information, return-to- work notifications, and extension packages are sent directly from us to the employee.An acknowledgement email, providing key information about the claim (e.g., leave start date, expected return-to-work date)is sent to designated city contacts(typically the employee's supervisor and/or HR representative)via automated email. e Nine days following claire initiation(the tenth day of the case),the case manager attempts to contact the employee via telephone to confirm receipt of the acknowledgement packet sent via U.S. Mail(and/or email, if requested), answer any questions the employee has, and discuss the decision- making process, clearly outlining the timeline for completion and return of the Certification of Healthcare Provider(CHCP) Form. a Health certifications and recertifications are appropriately obtained and evaluated by our experienced leave case management team, who engage our clinical case management team in the event the certification is unclear or greatly exceeds the expected duration based on the information provided.The employee is contacted via U.S. Mail(or email,.based on the employee's preference)at each decision point throughout the life of the claim,with all ReedGroup.rom I Pj-opfJ(-t uy&CaiAdenUai I Page,l4 denials also being communicated to the employee via telephone. Similarly, city contacts are sent an automated email at each decision point. In the event the certification form is unclear or required clinical data is missing from the certification, the clinician will attempt to contact the healthcare provider directly via telephone(assuming the contact information is present). In the event the healthcare provider clarifies or provides the missing data:, the case will be sent back to the case manager for approval, If the form is missing other required data or is deemed incomplete,the case manager will send a letter to the employee identifying the missing data as well as a new certification form. a Prior to the expected return to work,the employee is contacted via telephone and asked to contact the case manager telephonically in the event his or her return to work date has changed (thereby triggering the extension process). In addition, city contacts would be alerted of the upcoming return to work five business days prior to the expected return-to-work date.The contact will be asked to respond to the case manager via email to confirm the employee has returned to work. ® In the event the employee exhausts his or her entitlement, the employee is contacted via telephone and U.S. Mall in advance of the exhaustion date, and sent an exhaustion letter at the time of exhaustion. city- designated contacts also receive an email communication at the time of exhaustion, alerting them of the potential need for an ADA review. m Our FMLA and LOA leave specialists will ensure that claims are tracked,administered, and managed in accordance with the city's requirements and directions. Our claim management process involves constant communication,so managers, HR, and other designated persons will be kept current on all claim status changes,actions, and milestones,while remaining mindful of the ReedGroulIc0111 Proprielary&Confidential I Pace 15 confidential issues that may be present. Our absence management system records changes with detailed transactions for an auditable history. The F'MLA management service provides detailed reports with aggregate information on all individual absences.This provides reliable benchmark data from which to identify problem areas and measure the impact on lost time and productivity. We will work closely with the city during implementation to build the necessary data interfaces to ensure that appropriate absence management data is collected to help our leave administrators and claims managers correctly determine an employee's eligibility and, thus, make sound,valid approval decisions, p Our proprietary LeavePro platform allows us to track and manage all events electronically. We have developed a variety of standard reports for employers, supervisors, and managers,which include operational information for day-to-day management. During the implementation, we will work with you to Identify any cu.storm reports that need to be developed, and we will train your staff on how to run their own reports,on an ad hoc basis,from our reporting system. 8) Describe how FMLA Intermittent ReedGroup recognizes that intermittent leaves leaves are tracked and managed, are one of, and likely, the most vexing problems with regard to FML and leave of absence administration.As such,we have tailored our approach to these claims to incorporate client design and maximize the tools offered under the law. During the implementation process,the Implementation manager will work with the City of Fort Worth to determine what the customer service representative will coach and counsel on when creating an intermittent claim, and coach employees on making a reasonable effort to schedule predictable absences outside work hours as well as to provide adequate notice to the manager/HR. ReedGfoup.coin l Proprietary&GuAdential I Page 16 ReedGroup has established a rigorous process for administering intermittent leaves.This process includes: ® Case managers review each FML claim with diligence, looking for any abnormal activities that, according to the city's specifications, may flag or signal any type of potential fraud or abuse. For example, claim managers look for consistent Monday/Friday usage as possible abuse of approved FML leave. The reviewed criteria will be determined during the implementation and designed to fit city's needs(i.e., Monday/Friday or"surrounding holiday'patterns mayor may riot be ,,suspicious"given city's job functions,culture, policies, etc_). If there is any change in usage from what was expected and approved, a recertification of leave is requested. m Our proprietary versions of the Certification of Healthcare Provider(CHCP)forms,which have been created by a team of legal and user experience experts,which help target the frequency and duration questions when Indicating an employee has the need for intermittent leave e A proprietary version of the recertification form which focuses on reasons for recertification such as doubt in the validity of the claim, excessive frequency, and/or duration and patterns of absence. We engage our Legal Department during the implementation to help document the proper process for recertifications, Our attorneys (FMtA and absence specialists)will review the tools available to the city with you, and the legal basis for employing such tools as well as practical considerations. Suspicion of heave Misuse During the course of the implementation,we will work with tite city to identify and document the requirements related to challenges of leave certifications. Our best practice involves three types of challenges; ReedGr0c1p.c0n1 1 Proprietary&Confidential I Page 17 Patterns of Use—ReedGroup will work with the city to identify a list of possible scenarios (e.g., Monday and Friday usage pattern)that would trigger a clarification or challenge. Our LeavePro platform provides case managers with a calendar tool that allows them to easily Identify patterns of absence. Once a pattern is detected,the case manager has the opportunity to recertify the claim accordingly. o Excessive Use—Identify and decide upon when employees`Intermittent absences have become excessive(e.g.,should ReedGroup allow some grace period over the physician approved days). Our L_eavePro platform contains parameters for intermittent claims that allow for time submitted on an intermittent claim to be auto-adjudicated according to the status of the claim. If the overall claire status is pending,then all of the time submitted on that claim is automatically placed in pending status. Once the claim is approved, according to the"Start/End Bate" and"Frequency/Duration" parameters defined in the Health Care Provider form,time submitted that meets the parameters will be automatically approved while any time submitted outside of the frequency/duration parameters will auto default to pended and trigger tasks to the claim manager for review. ® Ad Hoc Escalations from the city to ReedGroup--Our best practice is zr)identify a"gatekeeper`(individual or team)at the city who is authorized to escalate cases deemed to be suspicious or In need of review.These challenges require the city to be an active partner in ReedGroup's management of claims.While ReedGroup can employ on the first two challenge types,this is the only one which uses the impressions of co-workers, managers and other employees who may be able to speak to criteria beyond the documentation required. Upon identification of a situation above, ReedGroup will take additional steps(e.g., recertification, escalation to the city),based on the decisions ReedGroup.00m l Proprietary&Gonfirlential I Page 18 made by the City of Fort Worth's team during the implementation phase. 9)What standard FM LA reports would.be ReedGroup provides a suite of reports specific to available? How frequently are these each employee population, providing summary reports generated? statistics;determinations; absence approval or denial information;trends; and, analyses. Self-Service Portal reports are refreshed nightly. They can be downloaded and printed from any web-enabled computer by the City of Fort Worth's supervisors, human resources,and administrators,who can generate their own real- time, online reports,24171365, using the portal, by simply selecting from a wide range of available field options and choosing a format type of.PDF or.CSV. Reports may be searched and sorted according to user-defined parameters. The city can also request that standard reports be generated according to a user-defined schedule (daily,weekly, monthly, etc,.);the user will then receive an email notification when the report is ready to view, Information in the claim system (e.g., self-service) is available in real time. Information coming from the reporting module(i.e., the data warehouse) is updated daily(overnight). Please refer to the Sample Self-Service Mortal Reports included in the Appendix accompanying this response. 10) Roes your system track Texas and federal Yes. Eligible state leave laws, including state leave laws? If so,please describe this family and medical leaves, paid family leaves, and functionalily. If no, how do your FMIA miscellaneous state leave 1 absence laws, are coordinators access state and federal tracked concurrent to,but separated from,the leave information? federal FMtA lost time allowance. In this way, our absence management system tracks time under each applicable law and/or employer policy. The system sums time lost and time remaining. These summations are used to make eligibility determinations and to authorize leaves going forward. 11) If a need for clarification of a FMA Yes. certification arises,do you contact the employee and/or health care provider directly? 12) How does your organization support ReedGroup provides an ACA Hours Report within clients in regard to hours of service our standard self-service reporting package to tracking related to the Affordable Care ReedGrOLIPXOM I PrnPiiefary&C;anCdOfWal I Pafje 19 Act(ACA)? track the hours of FMLA time as It relates to ACR accruals. 13)Who is responsible for notifying ReedGroup's notifications(sent to employees, employees and the client of the managers, HR)and standard reports (available to amount of FMLA time applied and managers, HR)include the amount of FMLA time remaining? used and amount of FMLA time remaining. Employees can also access their entitlement balances via web-based self-service. 14) Given that state leave laws are ReedGroup's dedicated, internal, compliance frequently updated,who in your experts are focused on providing.our clients with organization ensures that FMLA thorough and detailed compliance support.We coordinators have the most recent provide updates when changes are occurring, and legislative changes? comments on how these changes may impact the City of Fort Worth's current programs and processes. Most importantly, our team works with the city's team to guide you through the laws, regulations,court cases, and agency guidance to forge a compliance strategy that is an extension and reflection of your human resources and legal departments. In addition,we provide internal training and seminars to our client teams about legislative updates.We hold monthly internal compliance meetings facilitated by an attorney,to disseminate information to our claims operations teams and other colleagues. Legal developments and resulting process changes are reviewed. Our best practices team works with colleagues from technology, training,and auditing to ensure our systems,training ci+rricl.lklm.send auditirig procedures are revised as appropriate. Changes are then adopted by our delivery teams in alignment with the appropriate effective date. We are committed to providing the City of Fort Worth with proactive compliance support, breadth and depth of dedicated resources, comprehensive education and training of our case managers,and claims process optimization.We do not practice law and cannot be responsible for determining the city's compliance, but we perform leave claim administration services in compliance with the requirements agreed upon and approved by you. Our case management system is updated on a regular basis to reflect changes brought about by legislative and regulatory developments as well as to enhance FMLA claim administration and reporting. ReedGroupcorn I Proprletary&C6nridellllal I Page 20 15)How do you handle situations in which the Our LeavePro case management system utilizes pattern of absence taken by the auto adjudication functionality in order to review employee differs from the pattern of all usage that is submitted against the approved absence certified? frequency and duration parameters of the claim. This allows our case management team to focus on the identification of potential abuse,and automatically flags cases that exceed the frequency and duration for potential recertification. The recertification portion of the solution is configurable throughout the client relationship. We engage our compliance and best practice teams to help document the proper process for recertifications.While our internal compliance attorneys cannot provide legal advice to clients, as FMLA and absence specialists, they will review with the City of Fort Worth possible scenarios, relevant compliance guidance, and prevalence information regarding all available mechanisms for challenging leaves. The process incorporates the rights and prohibitions included within the FMIA regulations, opinion letters and relevant case law, and the business needs and expectations of our clients (for example, awareness of work locations with suspected abuse issues, common patterns clients have seen in their populations,particular suspect medical practices,etc.).The resulting process creates rules,for example: * To identify and decide upon when employees' Intermittent absences have become excessive(for example,should we allow some grace period over the physician approved days). m To identify and decide upon when employees have taken leaves in a suspicious pattern, bringing in both client experiences and our prevalence information from our client set. + ® To create clear and effective channels for authorized managers/human resources/stakeholders to trigger a recertification request when the city has identified something suspicious.(for example, bedridden employee playing in a softball game).We would then send the recertification request, using our proprietary recertification _ form(designed in accordance with the ReodGioup.corn I Proprielary&C;onridentiai I Page 2i regulations), and targeting the specific reasons for suspicion. While we recommend certain common or prevalent scenarios, claim management is tailored to the city's directions.We see ourselves as an extension of the city's MR, not a replacement. So,we tailor our administration and management to the city's needs, not a one-size- fits-all application of the law. Thus, our final comprehensive process incorporates and utilizes all available mechanisms for minimizing leave abuse tailored specifically to our clients'businesses, problem areas, risk tolerances, and legal interpretations.We then execute on that direction using our expert and experienced teams. Excepting recertifications due to excessive use or doubt in the validity of the claim,within our best practice,we recommend certifying claims for a maximum of six months at a time.This maximum period is discussed during implementation and can be changed to fit the city's needs and requirements. 16)When an employee requests leave fora ReedGroup does not deploy any specific family member's serious health condition, documentation; however, our proprietary do you require documentation or Certification of Healthcare Provider form requires certification of thefamily relationship? If the employee to identify the name, relation, and date of birth in the event the employee Is so, please detail the types of requesting an absence to care for a family documentation/certification which are member. Qualified family relationships may be required in particular circumstances. based an concepts like in loco parentis,we work with the client to ensure that employees provide notice of non-obvious relationships. 17) Describe how you will track FMtA claims. A leave year is how the employer defines the 12- Be specific with respect to eligibility by month period in which an employee may take his service requirements and intermittent or her 12 weeks of FMLA time(or 26 weeks for leaves. certain military leave). ReedGroup will determine eligibility and track against the employer's preferred leave year. There are four leave year methods used by employers: Calendar Year • f=ixed Year Bolling Forward o Rolling Backward Reec€[mu[y.corn I Proprietary&Confidential I Page 22 Calendar Year In the Calendar Year method of defining the 12- month period for FMLA, the leave year runs from January 1 to December 31.. Each January 1., the employee's FMLA leave eligibility resets, and he or she is entitled to 12 new weeks of FMLA. The Calendar Year method Is not commonly used by employers because it allows"stacking"of leave time. For example, if an employee goes out on leave the first week of October and remains out for the balance of the year(1.2 weeks), his or her FMLA entitlement will reset on January 1, enabling the employee to stay out consecutively for an additional 12 weeks.An employee could double his or her FMLA entitlement with the proper timing. Using this method, all employees will have the same leave year. Fixed Year In the Fixed Year method of defining the 12- month period for FMLA, the leave year begins on a designated date.This date is determined by the employer. Common Fixed Year start dates include: Fiscal year start Anniversary date of hire Health plan year start ® Benefit year Mart The Fiscal Year method is not commonly used by employers because it allows"stacking"of leave lime. For example,an employee may take 12 weeks of leave just prior to this milestone, and another 12 weeks immediately following.An employee could double his or her FMLA entitlement with the proper timing. Using the Fixed Year method, employees may have different leave years depending on the Fixed Year start date preferred by the employer. For example, if the Fixed Year is based on the employee's date of hire, all employees will have different leave years; if the Fixed Year is based ReedGroaip.aom [ Prop19010iy i�CUfAdential I Page 23 on the employer's fiscal year,all employees will have the same leave year. Rollina Forward In the Rolling Forward method of defining the 12- month period for FMLA,an employee's leave year begins when he or she requests FMLA time off, and then runs from that point forward for the 12- month period. Once past the 12-month period, the employee's leave year resets the next time he or she takes FMLA leave,which can be as soon as the anniversary date of the first leave or anytime thereafter. For example, if an employee takes four weeks of FMLA beginning on February 1, 2009, the employee's leave year begins on February 1, 2009, and runs for 12 months.The employee is entitled to take his or her remaining eight weeks of leave at any time up to January 31,2010. On February 1,2010,the employee's FMLA allotment will reset and he or she will be eligible for another 12 weeks. However, if the employee doesn't take FMLA again until July 1,2010,July 1 becomes the new start date of the employee's leave year, running forward 12 months. The employee will become eligible for his or her next allotment of 12 FMLA weeks on July 1 of the following year. The Rolling Forward method allows"stacking"of leave time. For example, if an employee takes one week of FMLA leave on January 1,and then takes his or her remaining 11 weeks running up to December 31, his or her FMLA allotment will reset on the next January 1. In this scenario, the employee could we 23 weeks of consecutive leave. Using this method, employees have different leave years, based on the dates on which they first took FMLA leave. Rolling Backward In the Rolling Backward method of defining the 1:2-month period for FMLA,the leave year is measured backward from the date on which an employee takes his or her first FMLA time off. To Re0dGf0L1P,c011E I PrDPrielary&Cantidel llal I Pago 24 verify whether the employee is eligible for the time requested: e ReedGroup must be notified of the date and amount of the employee's requested leave. e Starting from the date of the requested leave, we review the preceding 12 months.Any FMLA time taken in those 12 months counts against the employee's total 12-week FMLA allotment. We calculate any FMLA time taken in the preceding 12 months, and subtract this amount from the employee's total 12 weeks. The remainder, if any, is the employee's available FMLA time allotment. Q If the employee has used all 12 weeks, he or she will not be FMLA eligible on that day. 18)Will you assume all compliance-related ReedGroup will assume liability for third party fiduciary responsibility(federal and state) claims caused solely by ReedGroup's breach of with respect to the administration for state the FMLA and related state laws which it and federal leaves? administers, subject to the contractual limitation of liability. 1.9) How do you support clients in the event of ReedGroup supports EEOC and Department of an audit? Labor audits by recording the entire claim and/or accommodation request within our LeavePro platform.We can also work with the City of Fort Worth in the event of an audit to determine what data or support is needed in addition to information supporting the FMLA and/or ADA process, 20) Please provide the indemnification Across ReedGroup's broad national portfolio,our language in your standard contract.Are clients overwhelmingly desire to represent and you willing to negotiate this provision for defend their own plans and decisions, as opposed better client protec#ion? to ReedGroup handling. In our experience,the "kitchen sink""type claim is raised by employees— the employee may allege harassment by their manager,wrongful termination, discrimination, etc.,with a side issue involving disability. 'therefore, ReedGroup's standard contract terms include Reed Group indemnity, defense, and hold harmless of third party claims when the damages are caused solely by ReedGroup's listed wrongful actions. The client indemnifies, defends, and holds ReedGroup harmless from all other claims, including employee claims related to a disability/absence decision. We are willing to discuss indemnification to come to mutually agreeable ReedGfou i.eom 1 Propri(tary&Confidential I Page 25 language, provided that the overall concept includes ReedGroup indemnity where our actions alone were wrongful. The listed wrongful actions are Breech of agreement. breach of applicable law, gross negligence,willful misconduct, criminal misconduct, and fraud 21) How do you typically integrate FMLA on For lost-time workers'compensation events, lost time workers'compensation claims? ReedGroup's best practice is to direct employees who report that their leave request is a work- related injury to report the injury via the City of Fort Worth's established first report of injury process(e.g.,directing the employee to speak to his/her manager).This ensures that the workers' compensation provider is made aware of all work- related events. ReedGroup would receive a report from the workers'compensation provider on a scheduled basis(depending upon volume)that contains all new lost-time events as well as changes to the status of existing lost-time events. We would utilize this report to ensure that the concurrent FMLA and/or state leave event is set up within the LeavePro platform. 22)Please describe what you believe sets The City of Fort Worth's leave of absence your company apart from your program will benefit with the following competition in regards to handling components: FMLA leaves? Our Offering of a Clinically-Supported rMLA Program,Including Compliance Support: Clinicians are used by leave case managers on an"as needed"basis for case review, consultation,clarification, authentication,etc. Our nurse case managers, including Master's level behavioral health specialists., are available to provide clinical oversight, and may be tasked with contacting healthcare providers, since they are an internal escalation point for those claims that may necessitate clinical review,or where the leave case manager suspects fraud or abuse. ReedGroup's in-house compliance team, headed by our Vice President of Compliance, and consisting of three licensed attorneys highly experienced with leave of absence laws and regulations, monitors changes to federal and state leave legislation/regulations and case law developments daily,and is available to clients for consultation on claim issues and to answer their questions.While we do not practice law and ReedGror3p.carn l Proprle.tary&Cooficienlial I Hoge 26 cannot be responsible for determining clients' compliance, our legal resources are able to provide our clients with thorough and detailed compliance support both during the course of leave program implementation as well as when legislative or regulatory changes occur. Americans with Disabilities Act (ADAIADAAA)—Qur LeavePro software includes a highly configurable Accommodations and Restrictions module,supporting ADA, and enabling tracking and management of leaves with physical and/or time restrictions. Employees are evaluated for potential accommodations and restrictions as part of our overall plan to help them return to work in a timely, medically-appropriate manner. Nurses will negotiate with stakeholders, including employees, supervisors, and healthcare providers, to identify opportunities for partial and full return to work.As a web-based system, modules and user roles are turned on and configured for each specific client to support individual employer's processes and workflow while leveraging medical and case information collected during the rMLA process for the ADA evaluation and interactive process, Our Proven Results:We consistently deliver improved outcomes,across our book of business, relating to a reduction in lost workdays and/or claim incidence for our clients and their employees, making the process more efficient and helping employees appropriately return to work. Our Innovation in Leave Claim Management: Within our rMLA administrative solution,we focus on: Using"Technology to Enable a Better Employee Experience—Our LeavePro platform allows us to automate a number of the complexities associated with absence management, including eligibility and entitlement calculations, setting administrative reminders/follow-ups(i.e„tasks), and reviewing intermittent time submissions. By automating these administrative tasks,we empower our case managers to focus on ReedGroFJ}).001TI I Proprielwy&Gen iderslial l Page 27 actively managing the employee's case, identifying return-to-work opportunities, and delivering an exceptional employee experience, 5 Applying Clinical Rigor to Deliver Improved Outcomes—As noted above, nurse case managers and Master's level behavioral health specialists are used by leave case managers on an"as needed"basis for case review, consultation,clarification, authentication,etc. In doing so,they are able to apply their medical and return-to-work expertise to identify both potential fraud and abuse instances as well as possible barriers to the employee's medically appropriate return to work., and to partner with Elle employee,the healthcare provider, and the employer to manage these barriers before they become roadblocks. Providing Robust Reporting to Support Operational and Strategic Initiatives— LeavePro is able to provide reporting to fit the needs of managers, location HR representatives, and corporate-level HR partners. Managers and location HR specialists have access to our self- service transactional reports that provide them with the information they need to ensure that their departments are staffed appropriately; corporate- level HR partners have the ability to run ad hoc analytical reports across their entire organization and receive our quarterly program performance report, enabling them to identify trends,and to compare leave use within their organization, against their industry, and against our book of business. ReedGroupxom I Proprietary&Confidential I Page 28 AD/VADAAA Outsourcing I, Bi rely c be your capabilities for ReedGroup assists our clients with compilancP Outsourcing ADAAA administration. through our enhanced ADA and workplace This would include whether the ADAAA accommodation management servicers. We is handled within your organization or provide several options to meet client needs,from outsourced to a third party administrator. full outsourcing to supported software. Our outsourced management service includes initiation of the interactive process with the employee on behalf of the client, a clinical assessment of an employee's medical information against the ADA definition of disability, and evaluation of the leave request for part or all of a standard leave duration as an ADA accommodation.We handle communications during the leave process for the interactive process. In addition, ReedGroup can track qualifying lost time In our absence management system. All ADA services are deliverer{by ReedGroup colleagues. 2) How long have you been offering ReedGroup has been offering federal ADAIADAAA Outsourcing? ADAIADAAA Outsourcing since 2011. 3) What options are available for clients in ReedGroup's.ADA and Accommodation service regards to your ADAIADAAA capabilities? line can be structured to support multiple coordination options between ReedGroup and the employer, different accommodation options,leave timeframes and management of the interactive p'roeess. Our ADA and Workplace Accommodations are available in co-sourcing, outsourcing and software models. Outsourced Madel--Clients can choose to outsource the entire ADA and Workplace Accommodation process to ReedGroup. ReedGroup manages the request for accommodation; gathers information; facilitates the interactive process between the employee,the client, and medical providers; performs accommodation analysis; and makes recommendations. The client ultimately determines whether it can reasonably accommodate without causing undue hardship on its business. ReedGroup R0ed.Gf0L1P 0M l Pfrpfietaiy&confirivi ial I Paige 29 implements and manages ongoing accommodations. o Insou.rced Model--F-Clients can opt to use ReedGroup's LeavePro software to manage the entire AICA and Workplace Accommodation process internally. ReedGroup will share best practices and will work with the client to set up the software and configure notifications and workflow. Co-sourced Model—Clients can select components of the ADA and Workplace Accommodation process that it wants to continue to perform, and components that it wants ReedGroup to take over. During implementation,we will configure LeavePro to support the client's tasks and workflow. Both the client and'ReedG.roup will work within LeavePro, enabling both parties to seamlessly coordinate activities. 4) How many clients outsource their ReedGroup provides ADA services for 20 clients. ADAIADAAA administration to your company? _ S) How can claims be submitted? ReedGroup will provide intake for a workplace accommodation request;for a request for leave accommodation;or to support another ADA policy configuration, such as an extension request on an existing leave, as established between ReedGroup and the employer. Intake is managed through an employer-dedicated 800 number by a ReedGroup Intake Specialist. Employees or employer representatives may also initiate a claim online, 2417 through an employer-dedicated Self Service Portal.An intake Specialist will then contact the employee the next business day to complete the process. , Most employees on job-protected leave for medical or psychological reasons do not refro ?,- extension of the leave as an ADA accommodation. For that reason, as best practice, so as not to confuse the employee, ReedGroup will not address ADA procedures, rights, or obligations at initial intake when the employee is eligible for other types of leave(e.g., FMLA). f eedGrou�.�.enrn I P€opriel�ry 44<Con(isle�li iC I lame 3n 6) hoes your service apply to both job No, ReedGroup's solutions do not encompass job applicants and current employees? If applicants. so, how does the process work for job applicants? 7) Describe the clinical resources available We engage our clinical case management team forADA/ADAAA administration to help to assist with identifying an appropriate you determine if an accommodation accommodation recommendation and reviewing needs to be.made. complex cases. 8) Please describe,and/or provide, an Our ADA facilitative solution includes a number of example of documentation of the ADA employee and employer notifications, as well as interactive process. forms.All employee and employer notifications will be configured to meet the City of Fort Worth's requirements during the course of the implementation.As an example of the type of documentation that we request from the employee in order to substantiate his or her impairment, please refer to the Sample Accommodation Request Assessment Form within the Appendix accompanying our response. We have also provided an overview of our ADA solution within the ADA Facilitative Solution Overview document within the Appendix accompan in our response. 9) Please describe, and/or provide, an Within our solution, based on the employee's example of ADA recommendations impairment and essential job functions,we may you provide. recommend additional leave as an accommodation (on a continuous,reduoed schedule,or intermittent basis)and/or workplace accommodations(e.g.,equipment, rest breaks, job restructuring,etc.).These accommodations will be developed and sent to the designated City of Fort Worth contact(s)via email for review and a determination on what the city is able to accommodate. Please refer to the Sample Accommodation Recommendation document within the Appendix accompanying our response for a sample of the format for these recommendations. 10)The City has an Employment Options We would like to discuss this policy in additional program,which occurs as part of the detail with the City of Fort Worth during the ADA interactive process,to assist in course of the implementation in order to develop finding alternative positions. Please a formal process to engage the Employment see related City policies( Options team within our ADA processes.At a high http://fortworthtexas.gov/hrlprr! for level,we would anticipate identifying employees more details. What services can you who may not be able to perform the essential job provide to administer this process? functions of their current position even with accommodations and alerting the appropriate city contacts to review the employee's claim for potential gander the Employment Options program. ReedGroupxom I Proprietary R Confldentiai 1 Pace 31 '11} Describe your standard ADAIADAAA Our best practice ADA and Workplace µ administrative workflow from claim Accommodation process is comprised of five key notification to final determination. stages. Specific steps, responsibilities and timeframes can be modified based on the overall program design. Initiation: There are three ways an accommodation request can be initiated: a Employee calls a toll-free number to request accommodation o Employee submits his or her request online via ReedGroup's web-based self-service GL An accommodation referral can occur during ReedGroup's case management process: A claim is denied and the employee cannot return to work. A claim is reaching exhaustion and the employee cannot return to work. — Medical information indicates that the employee has restrictions, limitations, or needs an accommodation. Gathering Information and Documentation for Accommodation Request There are two key pieces of information that ReedGroup needs in order to certify an impairment: Essential Job Functions—We can provide a form that can be filled out by a designated employer contact to understand the employee's job and what physical and mental demands and environmental factors are involved, a Information from the health care provider is needed to understand the employee's needs,restrictions and limitations. If the impairment is open and obvious,then the provider is will only to respond regarding the accommodation and how it enables the employee to perform the essential job functions. ReelGroup..com I Prepr]Mxy&Confidential I Pgge 32 Interactive Process Our accommodation specialists are highly skilled at leading discussions with the employee, employer, and medical providers to gather information about the impairment and how it impacts that employee's work.The interactive process step can be done by the manager or accommodation specialist. The accommodation specialist confirms the employee's request for accommodation, limitations, and impact on essential job functions ® The accommodation specialist outlines possible solutions/accommodations available to assist the employee in performing the essential job functions P The solution may include a leave accommodation,a workplace accommodation, or both o The accommodation specialist works with the employee, and health care provider when necessary,towards an agreed upon solutionl accommodation 0 The accommodation specialist documents all discussions and activities 0 The interactive process provides the accommodation specialist with the information needed to perform analysis and determine what reasonable accommodations are available Accommodation Decision The accommodation specialist will analyze the information necessary to help determine a reasonable solution/accommodation. The accommodation specialist will evaluate the accommodation options by researching the feasibility of the overall solution.This information will be shared with the client-designated contact(s)for a final decision in an outsourced model.The employer ultimately determines whether or not it can reasonably accommodate the solution without causing undue hardship on its business. ReedGroup recommends a pre-approved list of accommodations. If the employer approves,these ReedGcoup.corn I Proprietaiy&f onri.denti-O i Page 33 can be automatically accommodated without reaching out to the business for approval, This facilitates quicker determinations of common accommodation requests and an improved end user experience. The accommodation specialist works with the business to determine the time frame needed to make an accommodation decision and escalates as necessary. Implement and Manage Ongoing Accommodations a The accommodation specialist communicates the decision to the employee * The accommodation specialist discusses the status of the request and outlines next steps for the employee The accommodation specialist coordinates to ensure that the accommodation will be available for the employee upon return to work or agreed upon date 12) Will you assume all compliance-related While our processes and documentation have fiduciary responsibility(federal and state) been vetted by the EEOC, the determination on with respect to the administration of the whether or not the request can be accommodated ADA/ADAAA administration? always rests with the employer, 13.)Will you indemnify the client if there is a If ReedGroup`s listed wrongful actions are the mistake in your process? Please provide only issue in the third party claim, then the language. Is there a financial cap of ReedGroup will indemnify and defend the third the liability? party claim. The listed wrongful actions are breach of agreement, breach of applicable law, gross negligence,willful misconduct,criminal misconduct, and fraud. Indemnity is subject to the aggregate limitation of liability cap of 1x annual fees. 14) What sets your organization apart from ReedGroup is a"one stop shop„for p'MLA and others when it comes to managing the ADA. We seamlessly manage transitions and ADA/ADAAA process for clients? overlaps to help return your employees to productive work. 15)Will your disability contract provide funding Not applicable. for workplace adjustments to accommodate an employee?How does that work? 16)As part of your product offering,will you Yes.The ADA process training can be included provide ADA/ADAAA.training for HR and. within our change management training approach Management Staff's Please describe what during the implementation process. is available. r2.eedGratlp.e0r11 Proprietary&Cnntidem4al I Page 34 Within our solution,we provide"Just In Time" training, via conference calls—generally two, two- hour sessions--to ensure managers, supervisors, and human resource professionals understand how the ongoing delivery of absence management services will work in the event of a change to a co-sourced model,their role in the process, how to utilize the technology including access to reports, claim data, etc. Suggested timing is two to three weeks prior to the agreed upon go-live date.We will also record c`rme L-)': -,hp training sessions via WebEx and provide the recording to the City of Fort Worth to use as needed. ReedGroup.com J Proprietary&GonRidential I Pacte 35 Additional Requested Items A"hasnomfilt. I ; is your reporting system 7C hi1e all iESQrS of thet.eavel'ro mobile- enabled and application currently(ibtain a full and your website and mobile complete understanding of the applications compliant information contained on the site,as with ADA requirements? well as the full and complete ability to interact with the site,we are currently in the process of updating our employee and employer self- service portals to Web Content Accessibility Guidelines(WCAG) Level A compliance. 2)Carrier agrees to provide X 150 days written notice of any termination to the City of tort Worth. 3)Agree to provide at least X 150 days written notice of any rate change or renewal rates. 4)Agree to provide at X least 150 days written notice of any notice. �5) Agree to self-account billing X The requested grace period Is 30 process and a 00 day grace days. period for premium payment. ReedGroun.eent I PropiQtwy&Cviifidenlial I Page 36 Performance Guarantees Offered . . Which would 1)&-at be 1.13viewed? formwillbasis for 5) Timeliness of call center ReedGroup is willing Performance measure results telephone pick-up. to place up to 8%of are measured and credited ongoing fees at risk. quarterly. Please see Performance Measures for Absence Services within the Appendix accompanying our response for a list of our proposed performance measures and risk allocation. 6) Telephone abandonment rate- ReedGroup is willing Performance measure results City minimum requirement is less to place tip to 8%of are measured and credited than 6%abandonment rate ongoing fees at risk. quarterly. Please see Performance Measures for Absence.Services within the Appendix accompanying our response for a list of our proposed performance measures and risk allocation. 7) Timeliness of Not confirmed. Not confirmed. installation/implementation 10)Overall account Not confirmed. Not confirmed. management quality/satisfaction 11)Turn-around time for written ReedGroup is willing Performance measure results correspondence to place up to 8%of are measured and credited ongoing fees at risk. quarterly. Please see Performance Measures for Absence Services ReedGFOUp.mun I Proprielary&Confidential I Neje 3.7 within the Appendix accompanying our response for a list of our proposed performance measures and risk allocation. 12) Employer satisfaction with service Not confirmed. Not confirmed. 13) Employee satisfaction with service ReedGroup is willing Performance measure results to place up to 8%of are measured and credited ongoing fees at risk. quarterly. Please see Performance Measures for Absence Services within the Appendix accompanying our response for a list of our proposed performance measures and risk allocation. ReedGrotjpxom I Proprietary ekConfidential I Pacts Sts Legal Support & Documentation �ROWDFA IIIEF06NSE 1 1) Please provide.a copy of your hold 1. lntfonin/licatlo+I 7ur1 I e1d Narr�rfess.. harmless/indemnification language. a) Reed Group Indemnity. Reed Group will indemnify, defend and hold harmless Client, its affiliates and their respective directors, officers, employees or agents(each,a"Client Indemnitee"), from and against any and all claims, losses, damages, expenses, costs (including reasonable attorneys'fees and litigation expenses), and other liabilities(collectively, "Damages")arising out of or related to a third party claim against a Client Indemnitee to the extent that such liabilities are caused solely by Reed Group's breach of this Agreement, breach of applicable state and federal laws, breach of Plan provisions,gross negligence, willful misconduct, criminal conduct, or fraud. b) Client Indemnity. Client agrees to indemnify,defend,and hold harmless Reed Group, its affiliates and their respective directors, officers, employees, agents, representatives, service providers and licensors (each, a "Reed Group Indemnitee"), from and against any and all Damages arising out of or related to any claim brought by an Employee, and any third party claim against a Reed Group Indemnitee: (I)to the extent that such liabilities result directly or indirectly from any claim brought an Employee (except to the extent that such liabilities are caused solely by Reed Group's breach of this Agreement,breach of applicable state and federal laws, breach of Plan provisions, gross negligence, willful misconduct, criminal conduct, or fraud); or (li) which result directly or indirectly from Client's breach of this Agreement, breach of applicable state and federal laws,Instructions regarding the Services,breach of Plan provisions, gross negligence, willful misconduct,criminal conduct,or fraud. c) Benefits Payments. Notwithstanding any other provision of this Agreement, and as a matter of law, Client will be solely liable for the benefits payments to any Participant that are payable under the terms of the applicable Plan ReedGroup.nin I Praprfela y R ConF;denti-af I Pa+je 3g document, regardless of whether any act or omission by either Reed Group or Client is or is not determined to have caused or contributed to such liability and in no.event will Reed Group have any liability for,or obligation to indemnify Client for,the payment of any such benefits payments. Reed Group will have no liability under any circumstances for or related to payments or overpayments to Employees, d) Client Indemnity for Sensitive Employee Cala Requests. From time to time, Client and representatives of the Client's Plan may request that Reed Group provide to them copies of an Employee-related materials maintained or created by Reed Group, or within Reed Group's custody and control,including but not limited to the Employee's administrative claims 'file or medical records ("Sensitive Employee Data"). Client agrees to indemnify, defend, and hold harmless Reed Group, its affiliates and its respective directors, officers, eligible individuals or agents, from and against any and all claims, losses, damages, expenses, costs (including reasonable attorneys'fees and litigation expenses), and other liabilities of any nature that Reed Group may incur to the extent that such liabilities result directly or Indirectly from any claim brought by an Employee of Client arising from i) the Client`s or the Plan's request for Sensitive Employee Data from Reed Group;ii)Reed Group's provision of copies of such Sensitive Employee Data, in response to Client or Plan request; and, Ill) the Client's or Plan's subsequent use and disclosure of such Sensitive Employee Data. A. Provide to Client ,Legal Only. In the event that the Client, the Plan or a Client employee acting on behalf of the Client or the Plan, requests from Reed Group any Sensitive Employee Data, the Parties agree that Reed Group will forward the requested materials only to a licensed attorney in the Client legal department (or Client employees) designated in writing by such attorney and provided to Reed Group or otherwise RMOGrOLI;).cnrn I ProjAetary&Confide„pial I Paye�]O authorized by the Client to Reed Group's satisfaction); provided that, Reed Group will not provide Sensitive Employee Data to anyone who identifies themselves as that employee's supervisor; and B. Client Regulatory Compliance. Client represents and warrants that the Client and the Plan will only request copies of Sensitive Employee Data from Reed Group,and will only use and disclose Sensitive Employee Data received from Reed Group, in full compliance with all applicable state and federal laws and regulations, Including but not limited to HIPAA, the Genetic Information Nondiscrimination Act of 2008 ("GINK), and state data protection, privacy and security laws. a) Provisions are Controlling Part of Transaction. The Parties acknowledge and agree that the Indemnification and Hold Harmless provisions in this Section were, and are, an express part of the bargain between the Parties and were,and are,a controlling factor in setting the fees payable to Reed Group hereunder. 2) Are you willing to provide staff for Yes,where required. Pass-through travel testimony and information for expenses may apply. litigation purposes via witness statements, affidavits, depositions, and live testimony? 3) Please describe your ability to ReedGroup's dedicated, internal, compliance update services based on changes experts are focused on providing our clients with in law. thorough and detailed compliance support. We provide updates when changes are occurring, and comments on how these changes may impact the City of Fort Worth's current programs and processes. Most importantly,our team works with the city's team to guide you through the laws, regulations,court cases, and agency guidance to forge a compliance strategy that is an extension and reflection of your human resources and legal departments. In addition;we provide internal training and seminars to our client teams about ReedGroup.corn I Proprietary&Conridentiat I Page 41 legislative updates.We hold monthly internal compliance meetings facilitated by an attorney,to disseminate information to our claims operations teams and other colleagues. Legal developments and resulting process changes are reviewed. Our best practices team works with colleagues from technology, training, and auditing to ensure our systems, training curriculum,and auditing procedures are revised as appropriate. Changes are then adopted by our delivery teams in alignment with the appropriate effective date. We are committed to providing the City of Fort Worth with proactive compliance support, breadth and depth of dedicated resources, comprehensive education and training of our case managers, and claims process optimization. We do not practice law and cannot be responsible for determining the city's compliance, but we perform leave claim administration services in compliance with the requirements agreed upon and approved by you. Our case management system is updated on a regular basis to reflect changes brought about by legislative and regulatory developments as well as to enhance FMLA claim administration and reporting. 4) Please describe,and/or provide, The Self-Service Portal includes the following examples of reports and operational leave data reports for supervisors, documentation available for FMLA managers, FIR staff and other employer-side claims and ADA accommodation users: requests. • Closed Leave a Estimated Return to Work a Leave Status&Time Used Open Leave Inventory ® Intermittent Leave Certification--detail Intermittent Leave Certification—summary New Leaves Received ACA(Affordable Care Act)Supplemental Hours Summary Self-Service Portal reports are refreshed nightly. Users can request standard reports that will be generated at-will, or can specify that standard reports be generated according to a scheduled time frame. R.eodGroup.com I Proprietary&GotAdeiitiat I Page 42 Users can generate their own reports using the Self-Service f orlal To generate reports, users simply select from a range of available field options and select a format type of.pdf or.csv.. Reports may be searched and sorted according to user-defined parameters. Please refer to the Sample Self-Service Portal Reports included in the Appendix accompanying this response. 5) Please provide your document ReedGroup retains electronic case records, retention schedule. including notifications,forms, documents, and case notes for a minimum of seven years.The post-contract retention period can be extended. ReedGroupxotn l Proprietary&Confidential 'I Pege 43 F RAYNSIDFRA T, O r LOCA TOM o PROPOS FER'S VRINGIPAL PLA GE OF HUSIMESS Section 2-94 of the Fort Worth Code of Ordinances authorizes the City Council, when considering competitive sealed proposals, to enter into a contract for certain purchases with a proposer whose principal place of business is in the corporate limits of the City of Fork Worth and whose proposal is within 3 or 5 percent of the lowest proposals, depending on the value of the request and goods or services requested, if the lowest proposal is from a business outside the municipality and contracting with the local proposer would provide the best combination of price and other economic benefits to the municipality. Requests to be considered a local business .must be submitted on this form with proposal packages to be considered by the City of Fort Worth. Questions should be addressed to the purchasing staff listed in the proposal or request package. The Fort Worth City Council requires the following information for consideration of location of a proposer's principal place of business. Add additional sheets if needed to provide this information. I. locational Eligibility:Principal Place of Business in Fort Worth,Texas. a. Do you have a Fort Worth office?If yes, identify address; No. b. What percentage of estimated gross company sales (worldwide) are sales originating in Fort Worth?"Originating in Fort Worth"shall mean payable at the Fort Worth office. [must exceed 50%] Not applicable. 2. Economic Development opportunities resulting from contract. a. Number of Fort Worth resident-Employees? 0 b. Amount of City of Fort Worth ad valorem taxes (real and business personal property) paid by company(for prior tax year—Fort Worth office or former location, if Fort Worth office is newly- established)? Not applicable. Re.edGro.up.cnm I PrOPTIelary&Confidential I Page 46 Certification of information: The undersigned does hereby affirm that the information supplied is true and correct as of the date hereof, under penalty of perjury. ReedGroup 10/13/77 (Company Name))'° (Date) Kevin Curry,SVP Sales and Marketing (Signature) (Printed Name and Title) ReedGr upxom I Pruprietary&Confidential I Page 41 EXHIBIT C Fee Structure Base Fees(Ongofng PEPM Fee Incidence Incidence Incidence Range Billable Range—Low Benchmark- _High Employees* Assumed FMLA" $1.40 7,9% 9.3_% 10.7% 6,9$2 _g:lty S onsored!.eaves Included W/FMI_A M% 4.5°Io 5.2% 6,982 M_MSL Wracking_ $0.35 fo _ 5.0/o° _�..�...,m,.. 3.7% __..,...... 4.3 �_. 8,982 ADA heave � _ � .�. Accommodation $0.25 1.4% 1.7% 2.0% 5,9$2 ADA Workplace Accommodation $0.25 0.9% 1.0% 1.2%° 6,982 Fee Inclusions • As detailed in SOW* Standard Caveats * *Assumed value as of program start date.Actual employees billed will be determined based on count(s)provided by client on the roster file as of the 15[day of the month to be billed. . Reed Group queries the foster File,and then invoices Client by approx.the 10th of the month beginning the go-live month o Terminated employees must be identified as such and flagged on the roster by client to be removed from billing. . Claim/leave activity will be reconciled against the incidence thresholds on a quarterly basis . Reed Group reserves the right to retroactively adjust the ongoing per employee per month rate under the following circumstances: o An increase or decrease of 15%or more in the number of eligible employee lives in the program/plan o Incidence rate sustained outside of Range(Assumed-15%-Assumed+15%for two consecutive quarters • No commission to consultant,broker or carrier • Not 30 billing via ACH Implementation Fees One-time All Services Base Fee Waived Historical File Import Included FMLA Takeover Cases Included Fee Inclusions . As detailed in SOW Standard Caveats • Billed in installments TBR following go-live Irick-off,balance billed in conjunction with first invoice following go-live • Net 30 Billing via ACH Additional Scope Fees Service Billed One-time at Go-live Rifled.on contract Billed per-use ang!yersa date(s) Single Sign-on SAML2.0 (If.in-scope) $3,000 $3,000 NIA Custom Programming NIA NIA $250/hour Custom Analytics" NIA NIA $2001hour On-site/Additional Training NIA NIA $1,500/day MMSL Run-out Management N/A NIA $1501case FMLA Run-out Administration NIA NIA $150/case "60 hours per year Included; tee billed for analytics support greater than 60 hours per year Program Pass-throe h Costs Client-requested Travel Surveillance Legal Representation Translation of Forms, Letters andlor Communications Payment for Medical Records 2nd and V Opinions TSAs, LMS,Vocational Rehabilitation Vendor,etc. IMFS, FCEs, Physician File Reviews,etc. If Reed Group recommends these services,we will provide a cost estimate to the client for review and approval,according to agreed-upon timing and approval processes.Client will provide approval(or disapproval)within two working days of Reed Group recommendation. Reed Group will bill actual costs from invoice after service is-rendered for these pass through items, in a coordinated manner with monthly service invoices. EXHIBIT E VERIFICATION OF SIGNATURE AUTIIORITY Full Legal Name of Company: Reed Group Management, LLC d/b/a ReedGroup Full Business Address. 10355 Westmoor Drive,Westminster,CO 80021 Services to be Provided:To provide Family Medical Leave Act(FN LA),Americans with.Disabilities Act (ADA)and Americans with Disabilities Act Amendments Act(ADAAA)outsourcing services. Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form fform")hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendinent with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Farm that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. 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US �' ir+ •Y C6 Cox ,� CL p 4F a au L7 G O o c :� '� •aa 0 m en Ix c " rn m cu .°ia City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/6/2018 DATE: Tuesday, March 6, 201$ REFERENCE NO.: **P-12164 LOG NAME: 13P17-0466 FMLA OUTSOURCING ADA/ADAAA SVCS DG HR SUBJECT: Authorize Agreement with Reed Group Management, LLC d/b/a ReedGroup to Provide Family Medical Leave Act and Americans with Disabilities Act Administration Outsourcing Services for the Human Resources Department in a Total Amount Up to $580,600.00 for an Initial Three-Year Term (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize entering into an Agreement with Reed Group Management, LLC d/b/a ReedGroup for the Human Resources Department to provide Family Medical Leave Act(FMLA) and Americans with Disabilities Act (ADA) Outsourcing Services, for City-wide administration, in an amount up to $580,600.00 for an initial three-year term with two one-year renewal options of$168,000.00 each. DISCUSSION: The Human Resources Department requested that the Purchasing Department issue a Request for Proposals (RFP) for a contract to provide Family Medical Leave Act(FMLA) and Americans with Disabilities Act Amendments Act(ADAAA) Outsourcing Services, for all departments and employees in the City. The Purchasing Department issued an (RFP) for an Agreement for FMLA Outsourcing and ADA/ADAAA Services. The RFP was advertised in the Fort Worth Star-Telegram on September 20, 2017, September 27, 2017, October 4, 2017, October 11, 2017 and October 18, 2017. Forty-One Vendors were solicited from the Purchasing database system; three responses were received. See attached Bid Tabulation. Staff from Human Resources, Police, Park and Recreation Departments and the City Manager's Office evaluated the submitted proposals and concluded that Reed Group Management, LLC d/b/a ReedGroup presented the best value to the City. The RFP consisted of the following evaluation factors: firm's qualifications and references, assessment of the responses including a review of proposer's ability to achieve the outlines objectives, quality of services and ease of administration, technical experience and cost. Reed Group Management, LLC d/b/a ReedGroup will provide pricing, customer service, management support and implementation for FMLA Administration and ADAAA services for all active City of Fort Worth employees. The customer and management support services will include management of all aspects of FMLA leave and ADA administration, potential customization of services as related to City leave types and policies, accessibility and ease of use for employees' self-service including mobile access portals, communication with employees and medical providers, consistency in compliance with relevant laws and City policies, accurate documentation and reporting capabilities, legal staff to provide testimony and information for litigation purposes, and exceptional customer service for all employees. The contract price would be$580,600.00; however, the proposed contract would allow the unit prices to be increased so long as the City approves. In addition, an administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. PRICE ANALYSIS-There is no purchase history to allow comparison of the current proposed price. Human Resources, Law, Police, Park and Recreation, and City Manager's staff have reviewed the proposal and determined the firm to have the financial and bonding capacity to provide the services and the prices to be fair and reasonable for the industry. MIWBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the MIWBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM - Upon City Council approval, the Agreements shall commence on March 7, 2018 and shall expire on March 6, 2021. RENEWAL OPTIONS-This Agreement may be renewed for two additional one-year term by mutual agreement of the parties. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION 1 CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated and that prior to an expenditure being made, the participating Department has the responsibility to validate the availability of funds. BQN117-04661DG FUND IDENTIFIERS (FIDS): TO Fund Departmentccoun Protect JlProgra7ml� udge# Reference# mounAActivit B ID ID Year . (Chartfield 2) FROM Fund Department ccoun Project Program ctivit Budget Reference # moun ID 1D Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) — Originating Department Head: Aaron Bovos (8517) Cynthia B. Garcia (8525) Additional Information Contact: Darian Gavin (2057) ATTACHMENTS 1. Bid Tabulation RFP 17 0466 FMLA Outsourcing and ADA ADAAA Ser.pdf (Public) 2. MWBE Waiver- 17-0466 FMLA Outsourcing and ADA ADAA Services Purchasinq Waiver for Business Diversity Ordinance.pdf (CFW Internal) 3. ReedGroup Form 1295.pdf (Public) 4. Requisition.pdf (CFW Internal) 5. SAMs Report 2-20-18.pdt (CFW Internal) I