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HomeMy WebLinkAboutContract 55438CSC No. 55438 Hello Heart Master Services Agreement This Master Services Agreement ("MSA") is made this date 1/21/2021 (the "Effective Date") by and between Hello Heart Inc., with offices at 545 Middlefield RD, Menlo Park, CA 94025 ("Hello Heart") and The City of Fort Worth with offices at 200 Texas Street, Fort Worth, TX 76102 ("Client"). Definitions. "Agreement" means, collectively, this MSA and all Service Orders issued under this MSA. "Intellectual Property" or "IP" means anything protectable by patent rights, copyrights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. "Personal Information" means any information relating to an a natural person who is, or can be, identified either directly or indirectly, submitted by Client or its employees in connection with use of the Services, such as name, address, telephone number, e-mail address, credit card number, social security number, passport number, personal identification number, or other information directly linked to a person. "Service Order" means a fully signed order for Services under this Agreement in the form attached as Attachment A. "Services" means the services provided by Hello Heart to Client and its employees under this Agreement as set forth in a Service Order and includes Hello Heart's software, APIs, documentation, and other systems necessary for Client and its employees' access and use. Services. Service Order. Hello Heart will provide Services to Client as specified in this MSA and the applicable Service Order attached hereto as Attachment A. Pricing, the period over which the Services will be provided, and any special terms which may be agreed upon by Hello Heart and Client with respect to the Services purchased by Client shall be expressly stated in the applicable Service Order. Inconsistent Terms. To the extent that any term in a Service Order is inconsistent with a term in this Agreement or any Addendums to the Agreement, then the term in the Service Order shall govern solely with respect to the Services covered by that Service Order. Subject to its fulfillment of its obligations under any then current Service Order, Hello Heart may revise, eXpand or curtail its Service offerings at any time in its sole discretion. Intellectual Property; Usage Rights; Licenses OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Services Usage Rights. Hello Heart hereby grants to Client during the Service Order Term (as defined in the applicable Service Order) a non-assignable, non-exclusive, worldwide, enterprise- wide license to access, use, and operate the Services. This license is for the sole purpose of enabling Client's participating employees ("Client Members") to use the Services as provided by Hello Heart in the manner permitted under this Agreement. Ownership of IP. Client acknowledges that the Services use and/or embody Hello Heart Intellectual Property and that Hello Heart holds sole title to and ownership of such Intellectual Property. Notwithstanding any provision to the contrary set forth herein, nothing in this Agreement shall be construed to, and Client shall take no steps that would, impair, qualify, diminish, limit, transfer, license, assign or otherwise modify, in whole or in part, Hello Heart's rights in the Intellectual Property. Collection of A�,�regated Information. Hello Heart may collect, use, store, and retain aggregated information about Client Members, from which identities have been removed. Hello Heart retains the right to commercialize such aggregated information and Client will not receive any payment or other consideration for such use. Notwithstanding the foregoing, Hello Heart acknowledges and agrees that it obtains no right, title, or interest under this Agreement in or to any Personal Information that Client or Client Members submit or otherwise provide on, or through, their use of the Services. Fees; Payment Terms. Invoices. Unless otherwise specified in the Service Order, Hello Heart will invoice Client monthly for the service fees set forth in the applicable Service Order. Such fees are stated eXclusive of applicable shipping costs, taXes, duties, or other regulatory or governmental charges or fees which may be assessed on the Services, all of which are the responsibility of Client. Pa.�. Client will pay Hello Heart within 30 days after Client receives an invoice in accordance with this Section 4. Service fees are non-refundable unless explicitly stated otherwise in the Service Order. If any amount is overdue, Hello Heart may, in its sole discretion, charge interest at the rate of 1.5 percent of the outstanding balance per month, or the maximum rate permitted by law, whichever is greater, from the date such payment was due until the date paid. Expenses. Client will reimburse Hello Heart for pre-approved expenses up to the amounts specified in the applicable Service Order. Confidentiality. Definition. "Confidential Information" means all information that one party (or an affiliate) discloses to the other party under this Agreement and is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Non-Disclosure. The recipient will not disclose the discloser's Confidential Information, except to employees, affiliates, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors, are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to eXercise rights and fulfill obligations under this Agreement, and that they keep it confidential. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, the recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser's efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. Personal Information. Client shall direct all participating Client Members to provide all required Personal Information to Hello Heart in order for Hello Heart to provide the Services. Notwithstanding the foregoing, Client prohibit Client Members residing in a European Union Member State from providing Personal Information to Hello Heart. If Client discovers that a Client Member residing in a European Union Member State has provided Hello Heart with Personal Information, the Client shall immediately notify Hello Heart and Hello Heart shall immediately thereafter delete or otherwise destroy such Personal Information. Further, Hello Heart will not disclose any Personal Information submitted by the Client or Client Members on or through the Services, except as described in its Privacy Policy at https://hellohearta�p.com/privac. -�polic�. Service providers. Members contact details and shipping addresses only may be transmitted to service providers in order to deliver the devices to users, or contact them if needed. These service providers include without limitation, shipping providers (such as UPS, FedEx, fulfillment centers etc.), email, telephony and teXt messages providers (such as Gmail email server). Members contact details may be exposed to authorized internal personal in Hello Heart as part of the ongoing support operations. Hello Heart will not share users' contact details for any other proposes besides providing services as part of the Hello Heart solution package. Representations and Warranties. Mutual. Each party represents and warrants that it has full power and authority to enter into and fulfill its obligations under this Agreement. ualit . Hello Heart warrants that the Services provided hereunder shall be performed in a professional and workmanlike manner. Hello Heart shall use commercially reasonable efforts to ensure that the Services are free of viruses and other malicious code. Subject to the first sentence in this paragraph, Client acknowledges and understand that the Services are provided "AS IS" without further representation or warranty. Com�liance. Client and Hello Heart will comply with all applicable laws and regulations. For the sake of Clarity, Hello Heart offers and provides Services to Clients and Client Members solely in the United States and shall not be used by Clients or Client Members solely resident in the United States. In no event will Hello Heart act on Client's behalf with any governmental agency. Medical Advice Disclaimer. Hello Heart does not provide diagnosis or treatment advice to its users does not provide any services that must be undertaken by a licensed medical provider. Any health-related information provided in connection with the Services is intended to be general in nature and should not be used as a substitute for a visit with a health care professional. Limitations of Liability. IN SECTION 8(LIMITATIONS OF LIABILITY), "LIABILITY" MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE. WITH THE EXCEPTION OF LIABILITY ATTRIBUTABLE TO A BREACH OF EITHER PARTY'S PROPRIETARY RIGHTS OR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTION 5(CONFIDENTIALITY), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, 1NCIDENTAL, OR 1NDIRECT DAMAGES ARISING OUT OF OR 1N CONNECTION WITH THIS AGREEMENT OR ANY SERVICES WHICH MAY BE PROVIDED BY HELLO HEART. 1N NO EVENT SHALL HELLO HEART' S LIABILITY HEREUNDER OR 1N CONNECTION HEREWITH, EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT UNDER THE SPECIFIC SERVICE ORDER 1N CONNECTION WITH WHICH THE LIABILITY IS CLAIMED TO HAVE ARISEN. ALL CLAIMS, OTHER THAN CLAIMS FOR PAYMENT OF AMOUNTS OWED OR BREACHES OF CONFIDENTIALITY TERMS OR THE TERMS PROTECTING HELLO HEART'S INTELLECTUAL PROPERTY, SHALL BE MADE WITHIN 12 MONTHS FOLLOWING THE DATE ON WHICH THE CLAIMING PARTY HAD REASONABLE NOTICE OF THE CLAIM. Term; Termination. Term. This Agreement shall commence on the Effective Date above and shall continue for the period set forth in the Service Order ("Service Order Term"). Thereafter, the Agreement will renew per the terms set forth in the Service Order or upon the parties' written consent. Termination for Cause. Hello Heart may terminate this Agreement for cause: (i) upon ten business days written notice to Client if Client materially breaches this Agreement and such breach remains uncured at the expiration of the ten-day period, or (ii) if Client becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Additionally, Hello Heart may terminate this Agreement without prior notice to Client if Client violates Section 5(Confidentiality). Effect of Termination or Expiration. Upon the termination or expiration of this Agreement, Client shall pay any unpaid fees covering the remainder of the Service Order Term on all applicable Service Orders. In no event shall any termination relieve Client of the obligation to pay any fees payable to Hello Heart for the period prior to the effective date of termination or eXpiration. Upon termination or expiration of this Agreement, all rights and licenses granted to Client to use the Services shall cease and terminate immediately. Miscellaneous. Entire Agreement; Construction. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes any prior or contemporaneous agreements, promises, or understandings, whether written or oral, relating to the matters covered hereunder. Any modification of the terms and conditions of this Agreement must be in writing and signed by an authorized representative for each party. Failure of either party to insist in any instance upon strict performance by the other party of any term or condition of this Agreement shall not be construed to be a permanent waiver of such or any other term or condition of this Agreement. Headings used in the Agreement are for reference purposes only and shall not be deemed a part of the Agreement. If any provision of this Agreement is declared invalid, in whole or in part, by an authorized tribunal, then for purposes of such proceeding, such provision (or part thereo� shall be amended so as to become enforceable consistent with its original intent, or if such amendment is not possible, then it shall be stricken and deemed omitted; in either case, the remaining provisions of this Agreement shall remain in full force and effect. Relationship of Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. In no event shall either party have the right to bind the other party except as may be expressly provided for herein. For so long as Hello Heart is providing Services to Client, Hello Heart shall be entitled to identify Client as a Hello Heart customer to third parties and to describe the nature of the Services being provided to Client in Hello Heart's materials and presentations. Assi_nm�ent. Neither party may assign this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. For purposes of this Section 10.3, an assignment shall be deemed to be made by Client in the event of a merger by Client into a third party entity, an acquisition of Client by a third party, or another corporate restructuring which results in a material change in the business and size of Client. Notwithstanding the foregoing, Hello Heart may assign this Agreement without Client's consent to a third party to whom Hello Heart has transferred all or substantially all of its assets and shall provide prompt (and where practicable, prior) written notice to Client of any such assignment. No Restriction on Trade. Nothing in this Agreement shall be construed as preventing or limiting Hello Heart's right to market, offer, or provide services of any kind, including services of the same nature as the Services provided to Client, to or on behalf of any other individual, corporation, organization, or entity. Force Majeure. Neither party shall be liable to the other for any delay in the performance of its obligations hereunder that is unavoidable with reasonable diligence, which occurs without its fault or negligence, and which is caused by an event or third party not within its reasonable control, provided, however, that the party so delayed in performance shall promptly notify the other party of the delay and its expected duration and use commercially reasonable efforts to minimize such delay. Notices. Notices to either party to this agreement shall be given by facsimile (with written confirmation of receipt), overnight courier, or by hand and shall be deemed received on the day of delivery if delivered during normal business hours, or the next following business day if delivered after normal business hours. Delivery of all notices shall be made to the following persons at the respective addresses of the parties first set forth above: for Hello Heart, to the attention of Tom Kahl, tom.kahl@helloheart.com; for Client, to the attention of Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the state of California, excluding its conflict of law rules. Each party agrees to submit to the personal jurisdiction of Texas with respect to such claims. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below. City: �o�..�qy� B�: JesusJ.Chapa(MarZ2,ZOZ110:42CDT) Name: Jesus Chapa Title: Assistant City Manager Date: M a r 22, 2021 Vendor: %!-� /��:i� B�; Tom Kahl (Mar 18, 2021 14:16 PDT) Name: Tom Kahl Title: CRO Date: M a r 18, 2021 CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS: Approval Recommended: �..,. B�: Nathan Greg ry (Mar18,202116:38 CDT) Name: Nathan Gregory Title: Human Resources Director Approved as to Form and Legality 9� st��rur B�7, JBStrong(Mar ,202108:SOCDT) Name: JB Strong Title: Assistant City Attorney Contract Authorization: M&C: N/A 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. L%GZb1�lG ffl�l�D�I BV7: JoanneHlnton(Mar18,202116:36CDT) .J Name: Joanne Hinton Title: Benefits Manager City Secretary: By: `��� ��� Name: Mary Kayser Title: City Secretary a��✓F°Rr ��a a oF o00000 0 0 0 �o�� ,�o o�, �o 0 0 �g o= vo 0 a � o � 0y �� � � T F d„ �°_�0000�°° � OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Attachment A: Service Order This Service Order ("Service Order") is entered into between Hello Heart Inc. a Delaware company with offices at 545 Middlefield RD, Menlo Park, CA 94025 ("Hello Heart") and United Furniture Industries with offices at200 Texas Street, Fort Worth, TX 76102 effective date 4/1/2021 ("Service Order Effective Date"). This Service Order is governed by, incorporated into, and made part of the Master Services Agreement executed by Hello Heart and Client on or about the Service Order Effective Date (the "MSA"). The terms of this Service Order are limited to the scope of this Service Order and will not be applicable to any other Service Orders. This Service Order and the MSA represent the entire agreement and understanding between the parties relating to the subject matter hereof and supersede all prior and contemporaneous representations, discussions, negotiations and agreements, whether written or oral. All defined terms in this Service Order have the same meaning as in the MSA unless this Service Order expressly states otherwise. 1. Term. Unless terminated earlier in accordance with the termination provisions set forth in the MSA, this Service Order will have the following term: 36 months. 2. Description of Services. Hello Heart will provide Client with a mobile software that is designed to promote population- level improvements in heart health. • Specifically, all Client members will be given an opportunity to download the Hello Heart application to their iPhones or Android mobile devices, providing access to a wide array of tracking tools and resources to help them improve their heart health. • The client will be given access to quarterly dashboards that will present engagement levels in the program and population medical parameters such as hypertension levels on an aggregated level. • Hello Heart will provide users registration and ongoing technical support via email and phone and engage the members in their health in order to increase frequency of use via emails and mobile notifications. • In order to access and use the Hello Heart application, members will require to have access to the latest iPhone iOS and Android operating system versions in the market on mobile devices (not including tablets). 3. Subscription Fee. For purposes of this Section 3(Subscription Fee), "Enrolled User" (participant) means a Client employee who has completed the registration process, and received their blood pressure tracking device. Client agrees to pay: $30 per participant per month (PPPM). 50% Fees at risk - Hello Heart will guarantee that at least 10% of the enrolled participants at risk willlower their blood pressure (BP) within 2 months. If Hello Heart won't be able to deliver these results, the client will be refunded 50% of the first year fees paid to Hello Heart. The refund of fees will be granted in the form of a discount in fees for the second year of the program. The guarantee of 10% will be based on a difference of at least 2 points between the first week average systolic BP of users at risk in the program (Users with average weekly BP of over 120 systolic), to their average BP in the 8th week of the program. Subscription Fee includes: • Hello Heart Mobile software license for each user (including activity and sugar level tracking) • FDA approved Bluetooth enabled Blood pressure monitor for each user • HIPAA compliant corporate dashboard • Marketing materials and enrollment content - emails, video, post cards, posters • Live enrollment support; email, mail, and phone when required. Onsite enrollment by Hello Heart's enrollment specialists in every location with over 200 eligible employees for the Hello Heart program. • Remote champions training for other locations by Hello Heart's designated teams. • Ongoing Engagement tools- reach out via email, teXt and phone to inactive users Payment Schedule. Hello Heart will execute claims billing through Meritain Health. ADDENDUM TO Hello Heart Master Services Agreement BETWEEN THE CITY OF FORT WORTH AND Hello Heart Inc. This Addendum to Hello Heart Master Services Agreement ("Addendum") is entered into by and between Hello Heart Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: L The Hello Heart Master Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Hello Heart Master Services Agreement ([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall eXpire no later than March 315t, 2024 ("EXpiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise eXtended by the parties. This Agreement may be renewed for three (3) one (1) year renewal periods at the City's option, each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. c. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Addendum Page 1 of 7 Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the eXtent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the eXtent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of TeXas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum Page 2 of 7 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnitv. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the 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, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the 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 the City for infringement arising under the Agreement, the 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 the 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, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or 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 Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal Addendum Page 3 of 7 identi�able information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 1 L Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 13. Public Information. City is a government entity under the laws of the State of Texas and all 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 Vendor. It will be the responsibility of Vendor to 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. 14. Addendum Controllin�. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. Addendum Page 4 of 7 15. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification IndeX System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 16. Immi�ration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the 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 EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 17. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 Addendum, T�endor Addendum Page 5 of 7 certifies that Vendor's signature provides written verification to City that ilendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 18. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 6 of 7 ACCEPTED AND AGREED: CITY: City of Fort Worth ����, BV: JcsuslChapa(Mar22,202110:42CDT) J Name: Jesus Chapa Title: Assistant City Manager �ate: Mar 22� 2021 Approval Recommended: 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. � 70Gl��IG �/�1�0�1 BV: JoanneHinton(Mar18,202ll636CDT) J Name: Joanne Hinton Title: Benefits Manager � BV: Nathan Greg ry(Mar18,20211638 CDT) J Name: Nathan Gregory Title: Human Resources Director Attest: By: ���� ��� Name: Mary Kayser Title: City Secretary VENDOR: Approved as to Form and Legality: e98 St�� BV: J6 Strong (Mar , 202108:50 CDT) > Name: John B. Strong Title: Assistant City Attorney Contract Authorization: M&C: _N/A Hello Heart Inc. %!-� /��:i� B�7; Tom Kahl (Mar 18, 2021 14:16 PDT) Name: Tom Kahl Title: Chief Revenue Officer �ate: M a r 18, 2021 Addendum Page 7 of 7