HomeMy WebLinkAboutContract 58237 City Secretary Contract No.58237
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation and Marsh&
McLennan Agency LLC—East Region, ("Vendor" or"MMA"), a division of a Delaware limited liability
company, each individually referred to as a "party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
5. Exhibit D—Compensation Disclosure
6. Appendix 1: Business Associate Agreement
Exhibits A, B and C, and D 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 terms and conditions of Exhibits A,
B, C or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. Scope of Services. Vendor hereby agrees to provide comprehensive consulting services
regarding the City's Pharmacy Benefits Program. Core services include, but are not limited to: preparing
plan specifications, soliciting qualified providers, negotiating agreements, evaluating and monitoring plan
performance, preparing actuarial studies, performing strategic planning, recommending plan-structure
changes to maximize plan savings,monitoring compliance requirements, ensuring market competitiveness
for the City's health and welfare pharmacy plans. Attached hereto and incorporated for all purposes
incident to this Agreement is Exhibit"A," Statement of Work, more specifically describing the services to
be provided hereunder.
2. Term. This Agreement shall begin on January 1,2022("Effective Date") and shall expire
on December 31, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement under the same
terms and conditions, for up to one(1) one-year renewal options(each a"Renewal Term").
3. Compensation. During the Initial Term, Vendor shall be compensated $1.00 per script fee
as outlined within the pharmacy coalition contract. Vendor shall not perform any additional services for
the City not specified by this Agreement unless the 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
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor
within thirty(30)days of receipt of such invoice.
In the event this Agreement is extended for one or more Renewal Terms,the parties agree
that the Vendor shall earn commissions as full and complete compensation for Core Services. As part of
the renewal process,the parties will negotiate and agree to a not-to-exceed amount for Special Services to
be provided during each Renewal Term.
4. Termination.
4.1. Bankruptcy. Either party may terminate this Agreement immediately upon
written notice to the other party in the event the other party becomes insolvent or enters into
bankruptcy or other reorganization proceedings.
4.2 Non-Renewal. If City or Vendor gives notice of its intention not to renew at least
ninety (90) days prior to the end of the then-current term, this Agreement shall automatically
terminate on the last day of such term.
4.3 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 last 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.
4.4 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
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 Information or data as a requirement to perform services hereunder,
Vendor shall return within sixty (60) days all City provided data to City in a machine readable
format or other format deemed acceptable to City. Notwithstanding these or any other data
retention,destruction or return provisions elsewhere in the Agreement,Vendor may,in accordance
with legal, disaster recovery and records retention requirements, store copies of City Confidential
Information and/or Personal Information in an archival format(e.g.tape backups). All such back-
up tapes or archival storage copies shall be encrypted and shall remain subject to the confidentiality
obligations as set forth in the Agreement for as long as Vendor retains such archival copies.
4.5 Obligations on Termination for Breach. Upon termination of this Agreement by
Vendor due to a breach,the City shall immediately pay Vendor any and all fees or other amounts
due under this Agreement including(A) any agreed upon deferred fees, commissions and carrier
paid fees earned through the effective date of the termination and(B)the amount that would have
been due from the termination date through the end of the then-current term. The foregoing shall
not limit in any way any other remedies available to Vendor pursuant to this Agreement or
applicable law.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made 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 full disclosure to City in writing.
5.2 Confidential Information. Each party is likely to disclose information (in such
capacity,the "Disclosing Party")to the other(in such capacity,the "Receiving Party")from time
to time in the course of the provision of the Services,which is marked or designated as confidential
or proprietary at or prior to disclosure or which would appear to a reasonably prudent person to be
confidential and/or proprietary in nature ("Confidential Information"). Confidential Information
shall also include this Agreement and all business strategies, plans and procedures, business
information, proprietary information, scientific information, product plans, sales information and
plans,data,and trade secrets of the Disclosing Party. Notwithstanding the foregoing,"Confidential
Information" shall not include any information or materials that: (a) are or become known to the
general public through no act or omission of the Receiving Party,(b)are received by the Receiving
Party from a third party that the Receiving Party reasonably believed was legally entitled to disclose
the same,(c)were legally in the Receiving Parry's possession prior to disclosure by the City; or(d)
are developed by or for the Receiving Party independently of the Disclosing Part's Confidential
Information or(e)are required to be disclosed pursuant to applicable law(provided, however,that
prior to any disclosure of Confidential Information as required by applicable law, the Receiving
Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof
and shall cooperate with the Disclosing Party in order to afford them a reasonable opportunity to
contest or limit such disclosure).
5.3 Public Information Act. 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. In the event there is request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller 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.
5.4 Unauthorized Access. The Receiving Party (a) shall safeguard and maintain in
confidence all Confidential Information of the Disclosing Party provided to or learned or developed
during the course of performing such Receiving Part's obligations hereunder and(b) shall not use
or copy any Confidential Information, or authorize or permit others to use any such Confidential
Information, for any purposes other than, in the case of Vendor as the Receiving Party,to perform
the Services. At any time upon the written request of the Disclosing Party, the Receiving Party
shall promptly return to the Disclosing Party (or, at the Disclosing Part's option, destroy) all
Confidential Information in the Receiving Part's possession or control,together with all copies,
summaries and analyses thereof, regardless of the format in which such information exists or is
stored, and shall provide written certification thereof upon request; provided, however, that the
Receiving Party may retain one copy of such Confidential Information pursuant to its record
retention policy or as otherwise required by applicable law. The confidentiality obligation
contained in this section shall survive for a period of three (3) years from the date of termination
of this Agreement, or for such longer period as required by applicable law.
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6. Ri2ht to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have 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 reasonable advance notice of intended audits.
7. Independent 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, Vendors 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, Vendors and subcontractors. Vendor further agrees 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 Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, , TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THEEXTENT CAUSED BYTHENEGLIGENTACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
ANY INDIRECT,SPECIAL,INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
OR FOR ANY LOST PROFITS ARISING OUT OF OR RELATING TO ANY SERVICES
PROVIDED BY VENDOR OR ITS AFFILIATES. THE AGGREGATE LIABILITY OF
VENDOR ITS AFFILIATES AND ITS AND THEIR EMPLOYEES TO THE CITY FOR
DAMAGES ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES BY
VENDOR OR ITS AFFILIATES SHALL NOT EXCEED ONE TIMES (IX) THE ANNUAL
REVENUE RECEIVED BY VENDOR FROM OR ON ACCOUNT OF THE CITY. THIS
PROVISIONAPPLIES TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW
AND TO ALL CAUSES OFACTION.
8.3 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMANDAGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, , TO ANY AND
ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
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THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES
IN THE PERFORMANCE OF SERVICES BY VENDOR HEREUNDER.
8.4 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 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 participate in any and all such settlement,negotiations,
or lawsuit,at its expense,as the City deems necessary to protect City's interest,as more fully
set forth below, and City agrees to cooperate with Vendor in doing so. In the event City, ,
assumes the shared responsibility for payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement in connection with the
City's use of any software or documentation provided by Vendor, City shall have the right
to participate in the defense of any such claim or action and all negotiations to the extent
such claim or action directly relates to the City. Vendor shall not settle or compromise any
such claim involving any payment of money or admission of liability by the City without the
City's prior written consent, which shall not be unreasonably withheld. Vendor shall fully
participate and cooperate with City in defense of such claim or action against the City.
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 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
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, 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 pre-paid to Vendor by City with respect to unusable Services,subsequent
to which termination City may seek any and all remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an 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 this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
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9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor under which sub Vendor shall agree to be bound by the duties and
obligations similar to those of Vendor under this Agreement as such duties and obligations may
apply.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
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 (CGL) policy, or a separate policy specific 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
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(a) The commercial general liability and automobile liability policies shall
include the City as an additional insured thereon, as its interests may appear. 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, Fort Worth, Texas 76102,
with copies to the Fort 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 minimum rating of A-VII
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.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) 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. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
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. 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:
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City of Fort Worth Marsh & McLennan Agency LLC — East Region
Attn:Nathan Gregory, SPHR, SHRM-SCP Attn.:Theresa Stenger,Practice Leader
Deputy Director of Human Resources 2300 Renaissance Boulevard
Human Resources Department King of Prussia,PA 19406
200 Texas Street
Fort Worth,TX 76102-6314 Email: Theresa.Stenger@MarshMMA.com
Facsimile: (817)392-7847
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,knowingly solicit for employment
or employ,whether as employee or independent contractor,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. This provision shall apply only to
the Vendor solicitation activities for employment located at 2300 Renaissance Boulevard,King of Prussia,
PA 19406,and not all of Marsh&McLennan Agency LLC.
15. 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. Governing 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.
18. 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 Maieure. 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 Controlling. 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.
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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, and D.
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 and D, 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 Agreement.
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 professional quality,
consistent with generally-accepted industry standards and expectations for work of a similar nature.Vendor
shall control the manner and means by which it performs the Services, subject to the express provisions of
this Agreement. City must give written notice of any breach of this warranty within thirty (30) days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. Immigration 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). 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.VENDORSHALL 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 this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product, Deliverables and Intellectual Capital. The City
acknowledges and agrees that all products, forms, procedures, pricing, and other materials, including any
hardware or software products, utilized or made available by Vendor to the City in connection with any
Services rendered hereunder (collectively, the "Products") are the sole property of Vendor. The City
acknowledges and agrees that nothing herein shall be construed to grant or create any ownership rights in
any hardware and software owned, operated by, or licensed to Vendor.The City shall have no title or other
ownership right to or interest in any of such Products,nor shall it acquire any such right,title, or interest by
use thereof in accordance with this Agreement. The City shall not license, market, modify, sell,or transfer
any of such Products, in whole or in part.
Only materials prepared by Vendor specifically, solely and exclusively for the City pursuant to this
Agreement(the"Work") shall be owned by the City.Notwithstanding anything to the contrary set forth in
this Agreement,Vendor will retain all ownership and copyright,patent and other intellectual property rights
in the methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills,
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knowledge and experience owned or possessed by Vendor before the commencement of, or developed or
acquired by us during or after,the performance of the Services, including without limitation, all systems,
software,specifications,documentation and other materials created,owned or licensed and used by Vendor
or Vendor Affiliates or subcontractors in the course of providing the Services(collectively,the"Intellectual
Property"),and Vendor shall not be restricted in any way with respect thereto.
The City shall be responsible for,and Vendor shall have no liability with respect to,modifications made by
any person other than Vendor to the Work,Intellectual Property or other work product provided to the City
by Vendor.
28. 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.
29. Change 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.
30. Waiver of Jury Trail.Each party,on behalf of itself and its affiliates,to the fullest extent
permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action
or other legal proceeding arising out of or relating to this Agreement or any services provided by Vendor
or its affiliates. The waiver applies to any action or legal proceeding,whether sounding in contract,tort or
otherwise. Each party,on behalf of itself and its affiliates,also agrees not to include any employee,officer
or director of the other party or its affiliates as a party in any such action or proceeding.
31. No Boycott of Israel. If Vendor has fewer than 10 employees or this 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,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.
32. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract.The terms "boycott energy company" and "company"have the meaning ascribed to those terms
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by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S.,S.B. 13, §2).To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
33. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance,or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
34. Compensation Disclosure. Attached as Exhibit D is a "Compensation Disclosure"
addressing other payments that may be received by Vendor.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 11 of 25
City Secretary Contract No. _
ACCEPTED AND AGREED:
City: Vendor:
DocuSigned by:
By: op(' By: E,/ � u
Name: Name: eresa enger
Title: Assistant City Manager Title: Practice Leader
Date: Oct 13, 2022 Date: 7/5l2022 1 09:01 PDT
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
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
By: h= 3,25.,:7 7, performance and reporting requirements.
Name: Nathan Gregory
Title: Deputy Director of Human Resources
By:
Approved as to Form and Legality: Name:
Title: Benefits Manager
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Vendor Services Agreement Page 12 of 25
EXHIBIT A
SCOPE OF SERVICES
Standard Pharmacy Only Scope of Services
Vendor will help manage the City's prescription drug program including:
• Conduct a competitive bidding process including RFP development,proposal evaluations,finalist
negotiation and vendor decision notification.
• Implementation support including benefit design review and strategy,clinical onboarding and
formulary,network,and channel decisions.
• Communications assistance to manage change and engage members.
• Contract negotiation of agreed upon terms.
• Detailed management reporting including trend insights,utilization management analysis and
consultation including plan performance and formulary management strategies.
PBM Strategy& Ongoing Management Services
Vendor will assist the City with ongoing PBM management services and program performance reviews of
selected vendor by performing the following services:
• Assist City with escalation and resolution of issues with the PBM.For example,Vendor may assist
with PBM issues in regards to billing,file feeds,formularies,etc., specific to the City not their
employees.
• Reconcile discounts and dispensing fees achieved versus the PBM's contractual pricing guarantees on
an annual basis based on timely receipt of selected vendor discount and dispensing fee data.
• Monitor rebates paid to the City on a quarterly basis.Reconcile rebates paid to the City versus PBM's
contractual pricing guarantees on an annual basis.
• Monitor and make the City aware of any agreed upon Pharmacy Management Funds(PMF)made
available to them through the selected vendor including available balance,process overview including
notation of any time limitations,eligible charges and documentation needed for submission within the
contractual term of their agreement.
• Annual market check(if applicable)
• Review of quarter utilization results with the City and review potential future savings opportunities
• Provide advice and guidance to the City on best practices,plan design and new industry
developments.
• Provide Quarterly Newsletter focused specifically on prescription drugs noting market trends, drug
pipeline and key issues related to pharmacy benefit management.
• Annual review of pharmacy benefit management's performance guarantees results.
Vendor Services Agreement—Exhibit A Page 13 of 25
City Secretary Contract No.
• Provide prescription drug plan summary template customized to include the City's plan design,
clinical management programs, and exclusions.
• Assist with necessary plan design information needed for the City to fulfill prescription drug portion
of summary of benefits coverages(SBC).
Vendor Services Agreement—Appendix 1 Page 14 of 25
EXHIBIT B
PRICE SCHEDULE
For the period from January 1,2022 through December 31,2023,the Initial Term,Vendor shall be
compensated$1.00 per script fee as outlined within the pharmacy coalition contract.
Vendor Services Agreement—Exhibit B Page 15 of 25
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
FULL LEGAL NAME OF COMPANY: MARSH&MCLENNAN AGENCY LLC—EAST
REGION
LEGAL ADDRESS: 2300 RENAISSANCE BOULEVARD, KING OF PRUSSIA,PA 19406
SERVICES TO BE PROVIDED: PBM VENDOR
Execution of this Signature Verification Form ("Form") 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 amendment 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 Form that has been
properly executed by Vendor.
1. Name: Theresa Stenger
2. Position:Employee Health&Benefits Consulting Practice Leader
DocuSigned by:
AR77F4C.R7RO5490
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Appendix 1 Page 16 of 25
City Secretary Contract No.
EXHIBIT D
TRANSPARENCY AND CARRIER INFORMATION OVERVIEW
Marsh&McLennan Agency(MMA)is committed to collaborating with our clients to develop and
execute insurance placement and renewal strategies.As a professional insurance producer,MMA and its
subsidiaries facilitate the placement of insurance coverage on behalf of our clients. As an independent
insurance agent,MMA may have authority to obligate an insurance company on behalf of our clients and
as a result,we may be required to act within the scope of the authority granted to us under our contract
with the insurer.
MMA engages with clients on behalf of itself and in some cases as agent on behalf of its non-US affiliates
with respect to the services we may provide. For a list of our non-US affiliates,please visit:
http://global.marsh.com/about/.
In those instances,MMA will bill and collect on behalf of the non-US Affiliates amounts payable to them
for placements made by them on your behalf and remit to them any such amounts collected on their
behalf.
COMPENSATION
Our compensation for placing or renewing insurance on your behalf may include fees paid directly by
you,or retail commissions paid by insurers or others.These retail commissions,may vary among
insurers, and vary among plans provided by a single insurer.
Our compensation from insurance placements and renewals may also consist of additional supplemental
commissions,which are common in the insurance industry and designed to recognize the value of MMA
services to insurers we collaborate with including offering a distribution channel for the insurers' products
and services.
MMA receives compensation through one or a combination of the following methods:
• Retail Commissions—A retail commission is paid to MMA by the insurer(or wholesale broker)
as a percentage of the premium charged to the insured for the policy.The amount of commission
may vary depending on several factors,including the type of insurance product sold and the
insurer selected by the client.
Client Fees—Some clients may negotiate a fee for MMA's services in lieu of, or in addition to,
retail commissions paid by insurance companies.Fee agreements are in writing,typically
pursuant to a Client Service Agreement,which sets forth the services to be provided by MMA,
the compensation to be paid to MMA,and the terms of MMA's engagement. The fee may be
collected in whole, or in part,through the crediting of retail commissions collected by MMA for
the client's placements.
• Contingent Commissions—Many insurers agree to pay contingent commissions to insurance
producers who meet set goals for all or some of the policies the insurance producers place with
the insurer during the current year.The set goals may include volume,profitability,retention
and/or growth thresholds.Because the amount of contingent commission earned may vary
depending on factors relating to an entire book of business over the course of a year,the amount
of contingent commission attributable to any given policy typically will not be known at the time
of placement.
Vendor Services Agreement—Appendix 1 Page 17 of 25
City Secretary Contract No.
• Supplemental Commissions—Certain insurers and wholesalers agree to pay supplemental
commissions,which are based on an insurance producer's performance during the prior year.
Supplemental commissions are paid as a percentage of premium that is set at the beginning of the
calendar year.This percentage remains fixed for all eligible policies written by the insurer during
the ensuing year.Unlike contingent commissions,the amount of supplemental commission is
known at the time of insurance placement.Like contingent commissions,they may be based on
volume,profitability,retention and/or growth.
• Wholesale Broking Commissions—Sometimes MMA acts as a wholesale insurance broker.In
these placements,MMA is engaged by a retail agent that has the direct relationship with the
insured. As the wholesaler,MMA may have specialized expertise,access to surplus lines
markets,or access to specialized insurance facilities that the retail agent does not have.In these
transactions,the insurer typically pays a commission that is divided between the retail and
wholesale broker pursuant to arrangements made between them.
• Other Compensation& Sponsorships—From time to time,MMA may be compensated by
insurers for providing administrative services to clients on behalf of those insurers. Such amounts
are typically calculated as a percentage of premium or are based on the number of insureds.
Additionally MMA may receive compensation from Plan vendors and service providers that is
not in connection with any particular client.Non-cash compensation may be received by MMA or
MMA colleagues in the form of gifts valued at less than$100,occasional meals or event
entertainment.Plan vendors and service providers may also pay for or reimburse MMA for
MMA-sponsored conferences and events as well as for educational meetings,client workshops or
training events that may be attended by MMA colleagues.
It is important to note that supplemental and contingent commission compensation does not affect the cost
of your insurance program.
MMA's summary of quotes received includes details regarding commissions payable from insurers who
issue quotes that are competitive based on your selection criteria, as we understand them. Commissions
payable to MMA may vary among quoting insurers,or may change following this disclosure.Final base
commissions will be reflected in or referenced by our final engagement documentation. On ERISA
governed health plans,MMA may receive supplementary and/or contingency commissions of up to 5%
from carriers.
There may be instances in which MMA has engaged in a General Agent(GA)or Co-Broker relationship
to facilitate the placement and management of your insurance program.However,MMA is defined as a
covered service provider that is subject to the 408(b)(2)disclosure requirements and we are required to
make our own independent 408(b)(2)disclosure.Any such disclosures required by the GA or Co-Broker
are not included in this MMA disclosure.Both MMA and the GA or Co-Broker may receive
compensation via the various methods described in our full compensation disclosure which is provided in
the attached Broker Transparency documents.MMA is not privy to alternative insurance carrier options
presented to you by the GA or Co-Broker for renewal considerations therefore the attached disclosures
represent your inforce plans.Alternative insurance carrier options will generally have similar
compensation arrangements. If at any time you would the information on compensation arrangements for
competing insurance carriers,MMA will provide those upon request.
Vendor Services Agreement—Appendix 1 Page 18 of 25
City Secretary Contract No.
CONSENT
Your payment of premium for, or other instruction to proceed with the policies and/or transactions
specified,constitutes your consent to MMA's resulting compensation disclosed(and future increases
thereto),and servicing that will include any intermediary or sub-broker disclosed.
State insurance law,including anti-rebating,may restrict or prohibit the ability of MMA to modify
compensation services for the coverage you select.
ADDITIONAL INFORMATION
We will be pleased to provide you additional information about our compensation.For more detailed
information about the forms of compensation we receive please refer to our Marsh&McLennan Agency
Compensation Guide at https://www.marshmma.com/resource/compensation-guide-for-client.pdf.
INSURANCE PLACEMENT AND RENEWAL STRATEGY
We will undertake an insurance marketing as confirmed with or by you. In the absence of this
confirmation,we understand that you desire only an applicable renewal quote from the incumbent insurer
for those lines of coverage where we serve as your authorized broker of record(BOR).
QUOTE SOLICITATION AND DISCLOSURE
MMA represents your interests in providing its consultative and procurement services, and is an
appointed agent with the insurers that will be asked to bid on your program. Once we have received
responses from the selected insurers,we may, according to our knowledge and experience,contact one or
more to negotiate adjustments on your behalf. When responses are finalized,we will analyze them,
inform you of all offers received,and use our best judgment in recommending to you the insurers most
likely to meet your program needs. Such recommendation will involve our consideration of a number of
factors,including the company's coverage terms,service capabilities and price.Following our
presentation of findings,and consistent with the process described above,we may seek further
adjustments and offer additional recommendations.
NOT RESPONSIBLE FOR OTHER PARTY'S DISCLOSURES
This disclosure document includes the disclosures MMA is required to make in accordance with ERISA
Section 408(b)(2)and applicable State laws.Any other plan service provider that is subject to the
408(b)(2)disclosure requirements is required to make its own independent 408(b)(2)disclosure and any
such disclosures are not included in this MMA disclosure.For example, in some cases MMA may engage
a General Agent(GA)to facilitate the placement of your insurance program. In those cases the GA may
receive a separate payment for their services from the insurance carrier(s)and it has no impact on your
underlying rates.
CARRIERIVENDOR RELATIONSHIPS
Except in rare circumstances that are fully disclosed to you,MMA is not bound to utilize any particular
insurer or service provider,and does not have the authority to make binding commitments on behalf of
any insurer or service provider.MMA's parent,Marsh&McLennan Companies and its subsidiaries own
equity interests in,and have contractual arrangements with certain insurers and wholesale brokers.
Vendor Services Agreement—Appendix 1 Page 19 of 25
City Secretary Contract No.
CARRIERNENDOR PERFORMANCE
The terms and conditions of any coverage or service are exclusively defined by the governing policy or
contract, and not by the summary information in this overview,the materials appended or other
document.MMA does not guarantee or make any representation or warranty that coverage or service can
be placed on terms acceptable to you.Further,MMA is not responsible for the current or future financial
condition,solvency or ability of any insurer or other service provider to pay claims or provide service.
Insurers or service providers with which your risk or business is placed at your direction will be deemed
acceptable to you.
ENTIRE UNDERSTANDING
This disclosure constitutes the entire understanding among the parties and supersedes,in their entirety,
any and all understandings,agreements contracts,arrangements,communications,discussions,
representations,warranties,whether oral or written, among the parties respecting the engagement.
CONFIDENTIALITY
Any client specific information provided should be treated as confidential in nature and should not be
shared with other third parties including but not limited to insurance companies,brokers or consultants.
CLOSING
MMA is pleased to provide this information to you in compliance with the Consolidated Appropriations
Act of 2021 (CAA)which requires disclosure of broker compensation associated with all ERISA
governed health plans.
MMA may receive additional broker compensation on plans or services that fall out of scope of the CAA.
These plans include but are not limited to group life and disability plans,voluntary benefit plans such as
individual life and disability insurance,critical illness,accident and others.
For additional information on compensation associated with non-CAA related insurance plans,please
contact your MMA account team.
Vendor Services Agreement—Appendix 1 Page 20 of 25
City Secretary Contract No.
APPENDIX 1
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT(HIPAA)
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement(the"Agreement") is effective as of the 1st day of January,
2022(hereinafter the"Effective Date")by and between City of Fort Worth,on behalf of the
employees' benefits plan(hereinafter"Covered Entity"), and Marsh& McLennan Agency LLC—
East Region(hereinafter"Business Associate").
Recitals
WHEREAS,the Department of Health and Human Services("HHS")has promulgated
regulations at 45 C.F.R.Parts 160-164, implementing the privacy and electronic security
requirements set forth in the Administrative Simplification provisions of the Health Insurance
Portability and Accountability Act of 1996,Public Law 104-191, as amended by the American
Recovery and Reinvestment Act of 2009,Public Law 111-5("HIPAA");
WHEREAS,Business Associate acknowledges that certain provisions of HIPAA have been
amended in ways that directly regulate Business Associate's obligations and activities with respect to
Protected Health Information;
WHEREAS,HIPAA provides,among other things,that Covered Entity is permitted to disclose
Protected Health Information to Business Associate and allow Business Associate to obtain and
receive Protected Health Information,if Covered Entity obtains satisfactory assurances in the form of
a written contract that Business Associate will appropriately safeguard the Protected Health
Information; and
WHEREAS,Business Associate will create,receive,maintain,or transmit certain Protected
Health Information in conjunction with the services being provided by Business Associate to Covered
Entity(the"Services"),thus necessitating a written agreement that meets the applicable requirements
of HIPAA. Both parties have mutually agreed to satisfy the foregoing regulatory requirements
through this Agreement.
NOW THEREFORE,Covered Entity and Business Associate agree as follows:
1 Definitions;Applicability
(a)All terms not defined herein shall have the meaning ascribed to them in HIPAA.
(b)This Agreement shall apply only to the extent that Business Associate creates,
receives,maintains,or transmits Protected Health Information for,to, or on behalf of Covered Entity.
(c)HITECH Act. "HITECH Act" shall mean the Health Information Technology for
Economic and Clinical Health Act,enacted as part of the American Recovery and Reinvestment Act
of 2009.
2 Obligations and Activities of Business Associate
(a)Business Associate agrees to not use or further disclose Protected Health Information
other than as permitted or required by this Agreement or as Required by Law.
Vendor Services Agreement—Appendix 1 Page 21 of 25
City Secretary Contract No.
(b)Business Associate agrees to use commercially reasonable and appropriate safeguards
to prevent use or disclosure of Protected Health Information other than as provided for by this
Agreement.
(c)Business Associate agrees to report to Covered Entity any use or disclosure of
Protected Health Information not provided for by this Agreement of which it becomes aware. In
event of a Breach of Unsecured Protected Health Information by Business Associate or any of its
officers,directors,employees,or subcontractors,Business Associate shall promptly notify Covered
Entity in accordance with 45 C.F.R. 164.410.
(d)Business Associate and Covered Entity agree to mitigate,to the extent practicable,
any harmful effect that is known to it arising out of a use or disclosure of Protected Health
Information in violation of the requirements of this Agreement.
(e)Business Associate agrees to ensure that any subcontractors that create,receive,
maintain,or transmit Protected Health Information on behalf of Business Associate agrees to
substantially similar restrictions and conditions that apply through this Agreement to Business
Associate with respect to such information.
(f)Business Associate agrees to provide access to Protected Health Information in a
Designated Record Set,in the time and manner Required by Law,to Covered Entity or, as directed by
Covered Entity,to an Individual, in order to meet the requirements under 45 C.F.R. 164.524.
Business Associate may impose a reasonable cost-based fee for the provision of copies of Protected
Health Information in a Designated Record Set in accordance with 45 C.F.R. 164.524(c)(4).
(g)Business Associate agrees to make any amendment(s)to Protected Health
Information in a Designated Record Set pursuant to 45 C.F.R. 164.526 at the request of Covered
Entity or an Individual,and in the time and manner Required by Law.
(h)Business Associate agrees to make internal practices,books, and records relating to
the use and disclosure of Protected Health Information received from, or created or received by
Business Associate, on behalf of Covered Entity,available to the Secretary,for purposes of the
Secretary determining Covered Entity's or Business Associate's compliance with HIPAA.
(i)Business Associate agrees to document such disclosures of Protected Health
Information and information related to such disclosures as would be required for Covered Entity to
respond to a request by an Individual for an accounting of disclosures of Protected Health Information
in accordance with 45 C.F.R. 164.528 and the HITECH Act.
0)Business Associate agrees to provide to Covered Entity,upon request and in the time
and manner Required by Law,an accounting of disclosures of an Individual's Protected Health
Information, collected in accordance with Section 2(i)of this Agreement,to permit Covered Entity to
respond to a request by an Individual for an accounting of disclosures of Protected Health Information
in accordance with 45 C.F.R. 164.528. If Covered Entity requests an accounting of an Individual's
Protected Health Information more than once in any twelve(12)month period,Business Associate
will impose a reasonable fee for such accounting in accordance with 45 C.F.R. 164.528(c).
(k)Business Associate agrees to comply,where applicable,with Subpart C of 45 CFR
Part 164 to maintain the security of the Electronic Protected Health Information and to prevent
Vendor Services Agreement—Appendix 1 Page 22 of 25
City Secretary Contract No.
unauthorized uses or disclosures of such Electronic Protected Health Information. Business Associate
shall report to the Covered Entity any Security Incident that results in the unauthorized use or
disclosure of Protected Health Information of which it becomes aware.
3 Permitted Uses and Disclosures by Business Associate
(a)Business Associate may use or disclose Protected Health Information to perform its
obligations and services to Covered Entity,provided that such use or disclosure would not violate
HIPAA if done by Covered Entity.
(b)Business Associate may use Protected Health Information for the proper management
and administration of Business Associate or to carry out the legal responsibilities of Business
Associate or as otherwise permitted by HIPAA.
(c)Business Associate may disclose Protected Health Information for the proper
management and administration of the Business Associate,provided that disclosures are Required by
Law,or Business Associate obtains reasonable assurances from the person to whom the information
is disclosed that it will be held confidential and used or further disclosed only as Required by Law or
for the purpose for which it was disclosed to the person, and the person notifies the Business
Associate of any instances of which it is aware in which the confidentiality of the information has
been breached.
(d)Business Associate may use Protected Health Information to provide data aggregation
services to Covered Entity.
4 Covered Entity's Obligations and Permissible Requests
(a)Covered Entity shall provide Business Associate with the notice of privacy practices
that Covered Entity produces in accordance with 45 C.F.R. 164.520, as well as any changes to that
notice.
(b)Covered Entity shall provide Business Associate with any changes in,or revocation
of,permission by Individual to use or disclose Protected Health Information, if such changes affect
Business Associate's permitted or required uses and disclosures.
(c)Covered Entity shall notify Business Associate,in writing, of any restriction to the use
or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45
C.F.R. 164.522.
(d)Covered Entity warrants and represents that it shall provide to, or request from,the
Business Associate only the minimum Protected Health Information necessary for Business Associate
to perform or fulfill a specific function required or permitted hereunder.
(e)Covered Entity warrants and represents that it shall notify Business Associate if it
receives Protected Health Information not relating to Covered Entity and shall immediately destroy
and not further use or disclose such Protected Health Information.
(f) If Protected Health Information is transmitted by electronic transfer or sent in
physical media by or on behalf of Covered Entity, Covered Entity shall transmit all such Protected
Vendor Services Agreement—Appendix 1 Page 23 of 25
City Secretary Contract No.
Health Information to Business Associate in an encrypted format,to be mutually agreed by the
parties.
(g)Covered Entity represents and warrants that it has the right and authority to disclose
Protected Health Information to Business Associate for Business Associate to perform its obligations
and provide services to Covered Entity.
(h)Covered Entity shall not request Business Associate to use or disclose Protected
Health Information in any manner that would violate HIPAA, other applicable laws,or Covered
Entity's privacy notice,if done by Covered Entity.
5 Term and Termination
(a)Term. The provisions of this Agreement shall take effect as of the Effective Date,and
shall continue so long as Business Associate provides the Services.
(b)Termination for Cause. Upon the parties mutual agreement that there has been a
material breach by a party which does not arise from any breach by the other party,the non-breaching
party shall provide an opportunity for the breaching party to cure the breach or end the violation and
terminate this Agreement if the breaching party does not cure the breach or end the violation within a
mutually agreeable time,or immediately terminate this Agreement if cure of such breach is not
possible.
(c)Effect of Termination.
(1)Except as provided in paragraph(2)of this section,upon termination of this
Agreement,for any reason,Business Associate shall return or destroy all Protected Health
Information received from Covered Entity,or created or received by Business Associate on behalf of
Covered Entity. Business Associate shall request,in writing,Protected Health Information that is in
the possession of subcontractors of Business Associate.
(2)In the event Business Associate determines that returning or destroying the
Protected Health Information is infeasible,Business Associate shall extend the protection of this
Agreement to such Protected Health Information and limit further uses or disclosures to those
purposes that make the return or destruction infeasible,for so long as Business Associate maintains
such Protected Health Information.
6 Miscellaneous
(a)Regulatory References. A reference in this Agreement to a section in HIPAA means
the section as in effect or as amended, and for which compliance is required.
(b)Amendment. Upon the enactment of any law or regulation affecting the use or
disclosure of Protected Health Information, or the publication of any decision of a court of the United
States or any state relating to any such law or the publication of any interpretive policy or opinion of
any governmental agency charged with the enforcement of any such law or regulation,the parties
agree to negotiate in good faith to amend the Agreement as necessary to comply with such law or
regulation.
Vendor Services Agreement—Appendix 1 Page 24 of 25
City Secretary Contract No.
(c) Survival. The obligations of Business Associate under section 5(c)(2) of this
Agreement shall survive the termination of this Agreement.
(d)Interpretation;Entire Agreement. Any ambiguity in this Agreement shall be resolved
in favor of a meaning that permits both parties to comply with HIPAA. This Agreement shall be
subject to the terms and conditions of any agreements regarding the Services;provided,however,that
in the event of any inconsistency or conflict between this Agreement and any agreements regarding
the Services,the terms,provisions,and conditions of this Agreement shall govern and control. This
Agreement and any agreements regarding the Services constitute the complete agreement between the
parties relating to the matters specified in this Agreement, and supersede all prior representations or
agreements,whether oral or written,with respect to such matters.
(e)No third party beneficiary. Nothing express or implied in this Agreement is intended
to confer,nor shall anything herein confer,upon any person other than the parties and the respective
successors or assigns of the parties, any rights,remedies, obligations,or liabilities whatsoever.
Vendor Services Agreement—Appendix 1 Page 25 of 25
10/13/22,9:14 AM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Foy Wow
Create New From This M&C
DATE: 1/25/2022 REFERENCE **M&C 22- LOG NAME: 14TRIONEXTENSION2021
NO.: 0066
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Amendment and Two-Year Extension of Existing Contract
with Trion Group, A Marsh & McLennan Agency LLC for Pharmacy Benefits Consulting at
No Direct Cost to the City of Fort Worth
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an amendment and two-year
extension of the existing contract with Trion Group, A Marsh & McLennan Agency LLC for pharmacy
benefits consulting at no direct cost to the City of Fort Worth.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of an
amendment and two-year extension of the existing contract with Trion Group, a Marsh & McLennan
Agency LLC (Trion) for pharmacy benefit consulting until December 31, 2023.
On November 1, 2016, the City Council approved M&C, C-27980, which authorized a three-year
contract with Trion. The M&C included two one-year renewal options. The current contract is set to
expire December 31, 2021. The City of Fort Worth's (City) agreement with Trion has allowed the City
to have a negative pharmacy trend for the past three years.
In 2022, it is anticipated the City will be submitting a Request for Proposal for a new Pharmacy
Benefits Manager and it is important that Trion provide support for this endeavor. There are no City
funds directly involved with this contract.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I ID I I Year (Chartfield 2) I l
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Nathan Gregory (7783)
Additional Information Contact: Nathan Gregory (7783)
apps.cfwnet.org/council_packet/mc_review.asp?ID=29618&councildate=1/25/2022 1/2
10/13/22,9:14 AM M&C Review
ATTACHMENTS
Trion 1295 Signed.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=29618&councildate=1/25/2022 2/2