HomeMy WebLinkAboutContract 50590 CITY SECRETARY
AGREEMENT CONTRACT NO._
s Agreement(this"Agreement"), dated as of December 1, 2017 (the "Effective
is between Integer Health Technologies, LLC, a Delaware limited liability company(the
"Company"), and the City of Fort Worth(the"Client").
RECITALS
A. The Company is a healthcare technology company that applies advanced data
analytics to self-insured health plans and workers' compensation programs.
B. The Client is a self-insured employer and desires to engage the Company to
provide certain services with respect to: (1)the clinics(the "Clinics") that the Client operates
under its health plans(the "Health Plan"), and (2) the Client's workers' compensation program
(the "Workers' Compensation Proms").
C. The Company and the Client are therefore entering into this Agreement setting
out the terms and conditions of such engagement.
AGREEMENT
The Company and the Client(the "Parties") agree as follows:
I. SCOPE OF SERVICES
Section 1.1 Clinic Services. The Company will give the Client access to an internet
portal (the"PCP Portal") that will rank the specialists and surgeons in the Health Plan's network
by various chronic and episodic conditions(the "Clinic Services"). The primary care physicians
("PCPs") working in the Clinics may use the PCP Portal to refer the Client's employees and their
dependents visiting the Clinics to such specialists and surgeons.Neither the Client nor the PCPs
may use the PCP Portal or the Clinic Services for any other purpose.
Section 1.2 Workers'Compensation Services. The Company will give the Client
access to an internet portal (the "Workers' Compensation Portal")that will provide reporting
services with respect to the Workers' Compensation Program, including ranking the providers in
the Client's workers' compensation network by various episodic conditions(the"Workers'
Compensation Services"). Tjie Client may use the Workers' Compensation Portal in the
administration and management of the Workers' Compensation Program. The Client may not use
the Workexs' mpensation Portal or the Workers' Compensation Services for any other
purpose.
Section 1.3 Ranking Methodology. The Company's rankings will be derived from the
Data that the Client sends to the Company. The Company's ranking methodology is as follows:
1 OFFICIAL RECORD
._.;1 '811100ARY,
(a) Return to Work. The rankings are based upon the average risk-adjusted
cost to return an employee of the Client with the condition to work.
(b) Cost. The cost is the total of. (i)the medical and pharmacy claims, and(ii)
the payroll costs for the employee while absent because of the illness or injury.
(c) Period. The period used when calculating the rankings is an annual period
for the chronic conditions and the period of the episode of care for the episodic
conditions.
Section 1.4 Conditions. The conditions ranked will be:
(a) Chronic Conditions.
• Allergy • Emphysema • Pain
• Amputation • Endocrine • Pulmonary
• Arthritis • Gastrointestinal • Rheumatoid Arthritis
• Asthma • Hematological Disorders • Sleep Disorders
• Behavioral Health • Hypertension • Urology
• Bladder • Kidney • Vascular
• Cardiac • Multiple Sclerosis • Vein
• COPD • Nutrition
• Diabetes • Obesity
(b) Episodic Conditions.
• Appendicitis • Gallbladder • Liver
• Arm/Elbow • Glaucoma • Neck
• Back • Hand/Wrist • Neurological
• Bite/Poison/Toxin • Head • Pancreas
• Blood • Headache • Shoulder
• Burns • Hernia • Skin
• Carpal Tunnel • Hip/Pelvis • Sprain
• Cataract • Infections/Diseases • Stroke
• Dislocations • Injury • Transplant
• EENT • Kidney Stone • Ulcers—Skin& Pressure
• Eye • Knee
• Foot/Ankle • Leg
Section 1.5 Exclusive Property of the Company. The portals and all information and
deliverables in connection with the portals and the Company's services will remain the absolute
and exclusive property of the Company with the Client possessing the right to use them only as
authorized during the term of this Agreement.
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Section 1.6 Algorithmic Analysis. The Client understands that the Company's ranking
of physicians and other providers is an algorithmic analysis of data and that such scoring does
not assure a favorable result, a lack of complications, a particular level of quality, or any savings.
Section 1.7 Warranty Disclaimer. The Company is providing the portals and its
services, and any information and deliverables with respect to the portals and such services"as
is,"without any warranty or condition of any kind, express or implied, statutory or otherwise. In
addition, the Company disclaims any warranty of design, fitness for a particular purpose,
merchantability, or non-infringement, and the Company does not warrant that the portals, the
Company's services, or any information or deliverables with respect to the portals or such
services will be uninterrupted or error free.
II. PAYMENTS
Section 2.1 Quarterly Payments. The Client will pay the Company $99,500 per year
during the term of this Agreement. A "year"under this Agreement will run from December 1St
through November 30th, and the Client will make the payment for each year in four quarterly
installments of$24,875 each on December 1St, March 1St, June 1St, and September 1 It. The Client
will make the payment due on December 1, 2017 immediately upon signing this Agreement.
Section 2.2 Significant Discount. The Client acknowledges that this amount is a
significant discount from what the Company would normally charge the Client because the
Client will:
(a) Beta Site. Act as a beta site for the Company's services;
(b) Reference Client. Act as a reference client for the Company, including
permitting the Company to list the Client as a client of the Company on its website and in
its marketing materials;
(c) Introductions. Provide the Company with introductions to the health plan
and workers' compensation executives at other governmental entities; and
(d) Promote. Promote the Company and its services at employee benefit and
workers' compensation conferences and governmental association gatherings, including
by sponsoring Company presentations at such events and providing testimonials.
III. DATA
Section 3.1 Data Delivery. The Client will provide to the Company the medical and
pharmacy claims under the Health Plan and Workers' Compensation Program, along with its
human resource records (collectively,the"Data"), in the formats specified in Exhibits A, B & C
as follows:
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(a) Prior Period As soon as practicable after the Effective Date the Client
will deliver the Data for the period beginning January 1, 2011 and ending as close to the
Effective Date as possible. In connection with certain prior projects the Client has already
delivered some of this Data to the Company, and unless the Company requests re-
delivery the Client will not be required to re-deliver previously delivered Data.
(b) Monthly. On or about the first day of each month during the term of this
Agreement the Client will deliver the Data for the previous month. In such first monthly
delivery the Client will also deliver the Data for the stub period beginning when the
above prior period Data delivery ended through the day immediately preceding the
Effective Date.
(c) TPA & PBM. The Client may arrange for the third party administrator
("TPA")handling its medical claims and the pharmacy benefit manager("PBM")
handling its pharmacy claims to provide those claims in the prescribed formats directly to
the Company.
Section 3.2 Provider List. As soon as practicable after the Effective Date the Client
will deliver to the Company the list of providers in its Health Plan and Workers' Compensation
Program networks in such format and detail as the Company may request. The Client will then
send the Company any updates to those lists in the prescribed format along with its monthly Data
feeds.
Section 3.3 Ramp Up Period The Company has been providing the Client with access
to the Workers' Compensation Portal under a previous agreement that expired on November 30,
2017, so this Agreement merely extends that access and the Workers' Compensation Services.
On the other hand, access to the PCP Portal and the Clinic Services are a new engagement.
Accordingly, the Client understands that access to that portal and the provision of those services
will not occur until a reasonable period after the Client provides the Company with the
respective Data.
Section 3.4 BAA. The Parties acknowledge that the Data contains protected health
information("PHI") as defined in 45 CFR §160.103 (CFR means the Code of Federal
Regulations). In connection with certain prior projects the Parties entered into a Business
Associate Agreement, dated as of December 1, 2015 (the"BAA"), as contemplated by the
Health Insurance Portability and Accountability Act("HIPAA") and its regulations. The Parties
confirm the application of the BAA to the PHI contained in the Data provided under this
Agreement and agree that the BAA will be interpreted consistently with the provisions of this
Agreement.
Section 3.5 Client Owns the Data. The Client represents and warrants that it owns the
Data, and that the Data will not contain any disabling or malicious code, such as malware, time
bombs, viruses, or worms. In addition, the Client represents that to the best of its knowledge the
Data will be accurate and complete.
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(a) License. The Client grants to the Company a perpetual, irrevocable,
royalty free, and world-wide license to use the Data in connection with the Company's
business so long as such use complies with the BAA.
(b) No Purge. The Client understands that the Data will become part of the
Company's databases and will not be purged from those databases upon the expiration or
termination of this Agreement, and that the Company may continue to use it subject to
the BAA (and if the BAA has been terminated, consistent with the provisions of the BAA
at the time of such termination).
Section 3.6 Company Will Comply with HIPAA. To the extent that the Data includes
PHI the Company represents and warrants that it will comply with all HIPAA requirements when
handling such PHI. In addition, the Company will comply with all other applicable laws when
handling the Data.
Section 3.7 Insurance. The Company will maintain the following insurance with a
carrier rated at least"A" by A.M. Best, and deliver to the Client an insurance certificate showing
the Client as an additional insured: (a) a commercial general liability policy with limits of at least
$1 million per occurrence and $2 million in the aggregate, and (b) a technology errors and
omissions liability policy with limits of at least $1 million per occurrence and $1 million in the
aggregate (including $250,000 of cyber liability coverage).
Section 3.8 Data Aggregation. The Client understands that the Company will
aggregate the Data with data from other sources and clients, and that the Company will provide
data aggregation services to its clients as contemplated under, or not prohibited by,the HIPAA
rules, including 45 CFR §164.501 &45 CFR §164.504(e)(2)(i)(B).
Section 3.9 New Data. The Company may create "New Data"by de-identifying the
Data in accordance with 45 CFR §164.514 to the extent that it contains PHI.
(a) Company's Property. The Company will absolutely and exclusively own
the New Data, and the Client will not have any rights or responsibilities with respect to it.
(b) Not Data. The New Data will not be considered to be Data for purposes of
this Agreement or the BAA.
IV. CONFIDENTIALITY
Section 4.1 Confidentiality of Portals & Services. The Client will maintain the
confidentiality of all information disclosed on the portals and in connection with the Company's
services, and undertake reasonable efforts to protect such information. In addition, the Client will
not disclose or give access or copies of such items to anyone, other than the employees and
representatives of the Client who need to know such information in connection with the Clinics
or the Workers' Compensation Program, respectively, or as required by law or court order.
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Section 4.2 Public Information Act. The Company understands that the Client is a
public entity under the laws of the State of Texas and subject to various public information laws
and regulations, including the Texas Public Information Act, Chapter 552 of the Texas
Government Code (the "Public Information Act"). The Company acknowledges that under the
Public Information Act the following information may be subject to disclosure: (a) documents
and data held by the Client, including information obtained from the Company, and(b)
information held by the Company for or on behalf of the Client that relates to the transaction of
the Client's business and to which the Client has a right of access. The Client's above
confidentiality obligations will not prohibit any required disclosure under the Public Information
Act, provided that the Client gives the Company reasonable advance notice of such disclosure
and cooperates with the Company in any attempt to prevent it. Each Party acknowledges that a
determination as to the public nature of any document will be made by the Office of the Texas
Attorney General or a court of competent jurisdiction, and that neither Party will be liable for
complying with such an administrative ruling or court order.
Section 4.3 Defend Trade Secrets Act. Each Party understands that under the Defend
Trade Secrets Act such Party will not be held criminally or civilly liable under any federal or
state trade secret law for the disclosure of a trade secret that is made in confidence to a federal,
state, or local government official or to an attorney solely for the purpose of reporting or
investigating a suspected violation of law. A Party will also not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that is made
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal. In addition, if a Party files a lawsuit for retaliation against the other Party for such
Party's reporting of a suspected violation of law, such Party may disclose the trade secret to its
attorney and use the trade secret information in the court proceeding, so long as such Party files
any document containing the trade secret under seal and does not disclose the trade secret, except
pursuant to a court order.
V. TERM
Section 5.1 Three Year Term. The term of this Agreement will be three years,
beginning on the Effective Date and ending on the day immediately preceding the third
anniversary of such date (December 1, 2017—November 30, 2020).
Section 5.2 Two One-Year Options. By mutual written agreement,the Parties may
extend the term of this Agreement by one year(December 1, 2020—November 30, 2021), and if
they do so,they may then elect to extend it by a second one-yeas term(December 1, 2021 —
November 30, 2022).
Section 5.3 Termination for Convenience. Either Party may terminate this Agreement
"without cause"upon 60 days' notice.
Section 5.4 Termination for Cause. A Party may terminate this Agreement for
"cause," as described below. Termination of the BAA for convenience or any other reason will
not terminate this Agreement, notwithstanding any provision of the BAA to the contrary.
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(a) Material Breach. A Party may seek to terminate this Agreement if the
other Party materially breaches this Agreement, and the Party seeking termination
notifies the breaching Party of its intent to terminate, specifying in reasonable detail the
specifics of the breach. If the breach is capable of being cured, the breaching Party will
have one month to cure it. If the breaching Party cures the breach within such month,
then this Agreement will not terminate. If, on the other hand, the breaching Party does not
cure the breach within such month,this Agreement will terminate at the end of that
month. For example, if a Party gave notice on March 15'h,the other Party would have
until April 14'h to cure the breach, and if it did not do so then this Agreement would
terminate at the close of business on April 14'h. If the breach is incapable of cure, then
this Agreement will terminate upon delivery of the termination notice.
(b) Bankruptcy. A Party may terminate this Agreement if a Bankruptcy Event
occurs with respect to the other Party, and the Party seeking termination notifies such
other Party of its intent to terminate because of it. A "Bankruptcy Event" means: (i)the
filing by a Party of a voluntary bankruptcy petition, (ii)the filing of an involuntary
bankruptcy petition against a Party that the bankruptcy court does not dismiss within 30
days after it is filed, (iii)the assignment by a Party of all or most of its assets for the
benefit of its creditors, or (iv)the appointment of a receiver or similar person over the
assets or business of a Party. This Agreement will terminate upon delivery of this
termination notice.
Section 5.5 Non Appropriation of Funds. In the event that insufficient funds are
appropriated by the Client in any fiscal period for payments due under this Agreement,the Client
will notify the Company of such occurrence and this Agreement will terminate on the last day of
the fiscal period for which appropriations were received without penalty or further expense to the
Client of any kind whatsoever, except as to the portions of any such payments for which funds
were appropriated.
Section 5.6 Survival Upon termination of this Agreement, whether by expiration of
the term or early termination,the ongoing responsibilities of each Party will cease, although the
provisions of this Agreement that by their terms or implication are intended to survive such
termination will survive, including the following:
(a) Payments. The Client will pay the Company any unpaid amounts owed at
termination.
(b) Audit Rights. The Client's audit rights will continue to apply for one year
after the termination.
(c) Breaches. Each Party will remain liable for its breaches of this
Agreement.
(d) Confidentiality. The confidentiality obligations will survive.
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(e) Data. The Client will continue to own the Data and the Company will
continue to have the right to use the Data and rely upon the Client's representations and
warranties concerning it. When using the Data, the Company will continue to comply
with HIPAA and all other applicable law.
(fl Indemnity& Damages. The indemnity, damages, and equitable relief
provisions will survive.
Section 5.7 Cessation. Upon the expiration or termination of this Agreement the
Client will immediately cease using the portals and destroy any printouts and electronic copies of
reports and other deliverables from the portals or the Company's services, maintaining only such
copies for archival purposes as are required to comply with the minimum state and local
government statutes.
VI. INDEMNITY & DAMAGES
Section 6.1 Indemnification. The concept of indemnification concerns a third party
seeking a payment, and each Party,to the extent permissible at law, will defend and indemnify
the other Party for any amounts that a third party claims are owed to it because of such Party's
breach of this Agreement.
Section 6.2 Damages. The concept of damages concerns the monetary relief to which
a Party is entitled from the other Party because of a breach of this Agreement. To the extent
permissible at law, a Party may only seek damages from the other Party with respect to a
material breach pursuant to which such Party has terminated this Agreement. A Party may not
seek damages with respect to any other breach(e.g. a material breach that was cured or an
immaterial breach).
(a) Limitation. Any damages under this Agreement will be limited to an
amount equal to the total amount payable by the Client to the Company during the twelve
months immediately preceding the breach.
(b) No Consequential Damages. Under no circumstances will a Party be
liable to the other Party for any consequential, exemplary, incidental, indirect, loss of
profit, punitive, or special damages, or any interest on the amount of any damages,
whether foreseeable or unforeseeable, even if such Party was advised of the possibility of
such damages.
Section 6.3 Equitable Relief. Monetary damages alone will be inadequate to remedy
any breach or threatened breach of certain provisions of this Agreement, such as the Client's
confidentiality obligations. Accordingly, a Party may seek equitable relief in the form of an
injunction from any court of competent jurisdiction to prevent the other Party's continued or
threatened breach of such obligations, without requiring the Party seeking the injunction to post
any bond. Such right to an injunction will be in addition to any damages that a Party may be
awarded with respect to such breach or threatened breach.
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VII. GENERAL
Section 7.1 Amendment. This Agreement may only be amended in a writing signed by
both Parties.
Section 7.2 Audit Rights. For one year after the expiration or termination of this
Agreement the Client may audit the Company concerning the amounts paid under this
Agreement. The Client may invoke such audit provision only once in any twelve-month period.
To invoke this audit provision, the Client must notify the Company of the Client's desire to
conduct an audit, specifying in reasonable detail the requested records, which will be limited to
only those records involving the Parties, and not any other persons. The Company will then
make such records available at its offices during normal business hours. Such audit will be at the
Client's sole expense and conducted in a manner that does not disrupt the Company's operations
or access any information that is not relevant to this Agreement.
Section 7.3 Counterparts. This Agreement may be executed in counterparts, and any
signature delivered by facsimile or other electronic transmission(including email transmission of
a portable document file (pdf) or similar image)will be considered an original signature.
Section 7.4 Drafting. This Agreement will not be interpreted against a Party because
such Party or its legal counsel drafted this Agreement or any provision in it. In addition,prior
drafts of this Agreement will not be used when interpreting it.
Section 7.5 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the Parties, and except as otherwise provided supersedes all prior
agreements and understandings,both written and oral, with respect to the principal subject matter
of this Agreement (i.e. the PCP Portal, the Clinic Services, the Workers' Compensation Portal,
and the Workers' Compensation Services),provided that the BAA will remain in effect and be
considered supplemental to this Agreement.
Section 7.6 Expenses. Each Party will bear its own expenses in connection with the
negotiation,preparation, and performance of this Agreement.
Section 7.7 Force Majeure. Except for the obligation to pay money, a Party's breach
of this Agreement because of an act of God, act of government, civil commotion, cyber-attack,
cyclone, earthquake, epidemic, explosion, fire, flood, hurricane, internet interruption or
disconnection, labor strike, national emergency, power outage, quarantine, riot, terrorist attack,
tornado, tropical storm, tsunami,volcanic eruption, or war will not give rise to a claim for
damages by the other Party. A Party must cure any breach excused by this force majeure
provision as soon as possible.
Section 7.8 Governing Law. The laws of the State of Texas will govern this
Agreement without regard to its conflicts of laws principles.
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Section 7.9 Headings. The headings in this Agreement are for convenience only and
will not affect the meaning of this Agreement's provisions.
Section 7.10 Independent Contractor. The relationship between the Parties will be an
independent contractor relationship. The Parties will not be considered to be partners,joint
venturers, or otherwise participants in a separate enterprise, and neither Party may act as the
agent or representative of the other Party or bind the other Party in any way.
Section 7.11 No Third Parry Beneficiaries. There are no third party beneficiaries under
this Agreement or with respect to any portal, services, or deliverables.
Section 7.12 Notices. All notices, consents, waivers, and other understandings under
this Agreement must be in writing and will be considered delivered only on the day of actual
receipt by a Party, unless such document is sent by registered mail,postage prepaid, to the
Party's address given on the signature page of this Agreement(or such other address to which
such Party has notified the other Party in accordance with this section to send such documents),
in which case it will be considered delivered no later than three business days after it is mailed.
Any notice to the Client must include a copy to the City Attorney's Office at the same address.
Section 7.13 Sales Tax The amounts that the Client will pay to the Company are
exclusive of any applicable sales and use taxes and similar governmental charges. The Client
represents and warrants that it is exempt from sales and use tax, and the Client will deliver a
sales tax exemption to the Company.
Section 7.14 Time of the Essence. Time is of the essence in the performance of this
Agreement, and the dates,periods, and times specified in this Agreement.
Section 7.15 Venue. Any legal proceeding with respect to this Agreement may be
brought only in a federal or Texas state court sitting in Tarrant County, Texas, and each Party
irrevocably submits to the exclusive jurisdiction of such courts.
Section 7.16 Waivers. No provision of this Agreement will be considered waived
unless such waiver is signed by the Party that benefits from the enforcement of such provision.
In addition, any waiver or failure to enforce any provision will not affect a Party's rights to
enforce such provision at a later time. There are no implied waivers under this Agreement.
[SIGNATURES ON THE NEXT PAGE]
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Each Party has executed this Agreement below and delivered it as of the Effective Date.
INTEGER HEALTH TECHNOLOGIES,LLC
By:
Name. ott Roloff
Title: President
Date of Execution: �.e—Vr'w S41
Address, Email & EIN:
9001 Airport Freeway
Suite 830
North Richland Hills, Texas 76180
Attn: Scott Roloff
President
sroloffkintegerhealth.com
EIN: 47-4372472
CITY OF FORT WORTH
By:
-
Name san Alanis
Title: Assistant City Manager
Date of Execution: 51, 3 1 zry 1
Address, Email & EIN:
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Brian Dickerson
Director of Human Resources
brian.dickersonkfortworthtexas.gov
cc: City Attorney's Office
EIN: 75-6000528
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EXHIBIT A
MEDICAL CLAIMS DATA SPECIFICATIONS REQUEST
Value Descri tion
Employer ID Employer/location identification number that links
Employer to claims
Employer Name Employer name
Patient ID Patient identification number that links to claims
Patient DOB Patient date of birth
Patient ZIP Patient ZIP code
Patient Gender Patient sex
Patient Patient SSN Patient social security number
Dictionary Patient First Name Patient first name
Patient Middle Name Patient middle name
Patient Last Name Patient last name
Employee Number Employee number or ID matching time and
attendance data
Provider ID Provider identification number
Provider Suffix Provider suffix MD, DO,NO, ...
Provider Provider First Name Provider first name
Dictionary Provider Last Name Provider last name
Provider Specialty Providerspecialty
Provider Taxonomy Provider taxonomy
Provider NPI National Provider Identification number
i
Payer ID Payer identification number
Payer Name Payer name
Payer Address Payer address
Payer Payer City Payer cit
Dictionary Payer State Payer state
Payer ZIP Payer ZIP code
Payer Class Payer class(Commercial,Medicare,Medicaid, Self-
Pa
Patient ID Patient identification number
Referring Provider ID Referring provider identification number(links to
Claims provider diction
Billing Provider ID Billing provider identification number(links to
provider diction
Exhibit A-1
MEDICAL CLAIMS DATA SPECIFICATIONS REQUEST (continued)
Value I Description
Servicing Provider ID Servicing provider identification number(links to
provider diction
Claim Number Claim number
Claim Line Number Claim line number
Date of Service Date service was rendered
Place of Service Place of service (in-patient, out-patient,ER, ...)or
Code 10, 11, 21, 22, 23, ...
Primary Diagnosis Primary ICD 9/ICD 10
Diagnosis Coding ICD 9 or ICD 10
Type
Diagnosis 2 Second ICD 9/ICD 10 Code
Diagnosis 3 Third ICD 9/ICD 10 Code
Diagnosis 4 Fourth ICD 9/ICD 10 Code
Diagnosis 5 Fifth ICD 9/ICD 10 Code
Diagnosis 6 Sixth ICD 9/ICD 10 Code
Claims Diagnosis 7 Seventh ICD 9/ICD 10 Code
Diagnosis 8 Eighth ICD 9/ICD 10 Code
CPT Code CPT procedure code or HCPCs code when available
Modifier 1 Procedure code modifier 1 when available
Modifier 2 Procedure code modifier 2 when available
NDC Code National Drug Code (pharmacy claims
Rev Code Revenue code (facility claims
DRG Diagnosis Related Group (facility claims
Billed Amount Billed amount for this line
Paid Amount Paid amount for this line
Units Units for this procedure
WRVUs Work Relative Value Units when available
Insurance ID Insurance identification number of primary insurance
Encounter Number Encounter/visit number
Date of Entry Date claim was created/entered
Date Voided Date claim was voided if applicable)
Exhibit A-2
EXHIBIT B
PHARMACY CLAIMS DATA SPECIFICATIONS REQUEST
Value Description
Employer ID Employer/location identification number that links
Employer to claims
Employer Name Employer name
Patient ID Patient identification number that links to claims
Patient DOB Patient date of birth
Patient ZIP Patient ZIP code
Patient Gender Patient sex
Patient Patient SSN Patient social security number
Dictionary Patient First Name Patient first name
Patient Middle Name Patient middle name
Patient Last Name Patient last name
Employee Number Employee number or ID matching time and
attendance data
Provider ID Provider identification number
Provider Suffix Provider suffix MD, DO,NO, ...
Provider First Name Provider first name
Provider Provider Last Name Provider last name
Dictionary Provider Specialty Providerspecialty
Provider Taxonomy Provider taxonomy
Provider DEA Provider Drug Enforcement Administration number
Number
Provider NPI National Provider Identification number
Payer ID Payer identification number
Payer Name Payer name
Payer Address Payer address
Payer Payer City Payer cit
Dictionary Payer State Payer state
Payer ZIP Payer ZIP code
Payer Class Payer class(Commercial, Medicare, Medicaid, Self-
Pa
Patient ID Patient identification number
Claims Prescribing Provider Prescribing provider identification number(links to
ID provider diction
Exhibit B-1
PHARMACY CLAIMS DATA SPECIFICATIONS REQUEST (continued)
Value Descri tion
Pharmacy ID Billing provider identification number(links to
provide r diction
Claim Number Claim number
Claim Line Number Claim line number
Date of Service Date service was rendered
Primary Diagnosis Primary ICD 9/ ICD 10
Claims NDC Code National Drug Code (pharmacy claims
Billed Amount Billed amount for this line
Paid Amount Paid amount for this line
Units Units for this procedure
Payer ID Insurance identification number of primary insurance
Encounter Number Encounter/visit number
Date of Entry Date claim was created/entered
Date Voided Date claim was voided if applicable)
Exhibit B-2
EXHIBIT C
HUMAN RESOURCES DATA SPECIFICATIONS REQUEST
Description Data Type
Employee Identification Number Text
First Name Text
Middle Name Text
Last Name Text
Employee Social Security Number Text
Information Date of Birth Date Time
Current Job Description Text
Hourly/ Salary Curren
Employment Status full-time or art-time Text
Civil Service Employee Yes or No Text
Employee Identification Number Text
Date Date Time
Attendance Hours Decimal
Information Hours Type (Regular, PTO, Holiday, Limited Duty, ... Text
(by Day) Compensation Rate Curren
Return to Work Date Date Time
Exhibit C-1
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
INTEGER HEALTH TECHNOLOGIES, LLC
This Addendum to Agreement ("Addendum") is entered into by and between Integer
Health Technologies, LLC ("Seller") and the City of Fort Worth ("City"), collectively the
"parties", in connection with certain data analytics services.
The Contract documents shall include the following:
1. The Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Agreement (the
"Agreement"), the parties hereby 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:
I. Term. The Agreement shall become binding upon the signing of the Agreement
and shall expire three (3) years after the Effective Date defined therein (the "Expiration Date"),
unless terminated earlier in accordance with the provisions of the Agreement or otherwise
extended by the parties. The Agreement may be extended for two (2) one-year options by mutual
consent, each a"Renewal Term."
2. Termination.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 60 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 within one month 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 this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Dut. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Seller 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.
Addendum Page 1 of 4
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination.
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 law 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. 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.
6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller
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.
7. 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.
8. Confidential 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 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.
9. Addendum Controlling. 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 2 of 4
10. Immigration Nationality Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Form(1-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request, provide City with copies of all l-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
11. No Boycott of Israel. Seller 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, Seller certifies that Seller's
signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will
not boycott Israel during the term of the Agreement.
12. Right to Audit. Seller 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 Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller 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 Seller reasonable advance
notice of intended audits.
(Signature page follows)
Addendum Page 3 of 4
6�1
Executed this the ' ai��Vjday of2018.
CITY:
City of Fort Worth 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: ~~s performance and reporting requirements.
Na • usanAlanis
Title: Assistant City-Manager
Date: By:
Name: r t
Approval Recommended: Title: L✓v c r. �o „r-� M� y,�,
Approved as to Form and Legality: /
By:
Name: -R
Title: By: fVn
Nam Johkh. Stro
Attest: Title: Assistant ty Attorney
SRT ontract Authorization:
By: Aame.
,.r
C•
ser
Title: City Secretary
SELLER:
Integer He Technooykes, LLC
By:
N : Seo toff
Title: President
Date:
OFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
Addendum Page 4 of 4