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HomeMy WebLinkAboutContract 52534 CITY SECRETARY ��woR . CONTRACT NO. J %V Employer Health Innovation Roundtable Membership Agreement This Employer Health Innovation Roundtable Membership Agreement (this "Agreement"), dated ul,tom_, 2019, is made by and between the City of Fort Worth ("Member")and Employer Health Innovation Roundtable, LLC, a Minnesota limited liability company("EHIR"). A. Member desires to be an EHIR member beginning in 2019, including participation in both the Spring and Fall EHIR meetings (the "Meetings") on the terms set forth in this Agreement. B. EHIR desires to provide certain benefits to Member for Member's participation in such Meetings. In consideration of the mutual promises set forth in this Agreement, EHIR and Member agree as follows: 1. Term. The Term of this Agreement shall be for the twelve-month period year beginning July 1, 2019 and shall renew at the City's discretion for subsequent years with payment due in June for the following year. 2. Obligations of Member. a. Member shall pay EHIR a $5,000 annual membership fee for the first twelve-month period, and $10,000 for each and every year thereafter upon execution of this Agreement. A portion of that fee in the amount of$5,000 will be waived in subsequent years if Member pilots at least one of the presenting solutions from the prior year. A pilot execution is defined by deploying to more than 100 employees. b. Member shall assist EHIR in identifying and inviting innovators to the Meetings, provided that those innovators to be invited shall be subject to the approval of EHIR. c. Member agrees to engage in the EHIR innovation process, including voting, and participate in the Meetings. d. Member agrees to explore pilot implementations with one or more of the presenting solutions each year and then share the results and learnings with the group at a future EHIR meeting. e. Member hereby represents and warrants that Member's execution of this Agreement and participation in the Meeting (and all ancillary events related thereto) do not violate any confidentiality agreement, non-competition agreement or any other agreement or obligation of Member. 3. Obligations of EHIR. a. EHIR shall provide access for up to two executive representatives of the Member's team with decision-making authority to all parts of the Meetings. b. EHIR shall provide a $5,000 annual membership fee credit for the following year if Member implements at least one of the.presenting solutions from the current year. OFFICIAL RECORD CITY SECRETARY FT WORTH,TX 4. Entire Agreement; Modifications. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. 5. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. EHIR and Member agree that any action to interpret or enforce this Agreement or which arises out of this Agreement shall be brought in the courts of the State of Minnesota or, if applicable, in the United States District Court, District of Minnesota. Venue, for the purpose of all such suits in state court,will be in Hennepin County, State of Minnesota. 6. Claims. Except for claims directly arising out of either party's gross negligence or willful misconduct, in the event of any claims made against a party by the other party for any matter, fact or thing,the maximum liability will be 1 year membership fee. 7. Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of EHIR and Member. This Agreement is not assignable by either party without the other party's prior written consent. Notwithstanding anything herein seemingly to the contrary, Member is not a partner or owner of EHIR, and shall not be considered an agent, or joint venturer of EHIR. Member shall be entitled to no benefits or compensation from EHIR except as set forth in this Agreement. Member shall not hold itself out as an owner, employee,agent or legal partner of EHIR. 8. No Ownership. Notwithstanding anything herein seemingly to the contrary, and for sake of clarification, Member shall at no time hold any ownership or equity interest in EHIR, and EHIR, its owners, governors, officers and employees shall have no duties whatsoever, whether statutory or common law, to the Member, other than those explicitly set forth in this Agreement. The use of the terms "Member" and"participation" in this Agreement is only with regard to the Meetings organized and managed by the Company, and shall not in any way be deemed to provide Member with an ownership interest in EHIR. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set forth above. EMPLOYER HEALTH INNOVATION ROUNDTABLE,LLC By: Now d FORS. Michael Laquere, CEO MEMBER—The City of Fort Worth * _ Mary J. Ka s r, Secre ' �XAS� By: Name: � � aJ 4- Title: City A#omey OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name of Employee/Signature ti S Title ❑ This form is N/A as No City Funds are associated with this Contract Printed Name Signature OFFICIAL RECORD CITY SECRETARY FT WORTH,TX