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HomeMy WebLinkAboutContract 44005 (2)CITY SECRETARY CONTRACT NO. CORVEL ENTERPRISE COMP, INC. CAREMC LICENSE AGREEMENT This CareMC License Agreement (this "License Agreement") is entered into as of January 1, 20134 (the "Effective Date") by and between CorVel Enterprise Comp, Inc. ("CorVel"), 2010 Main Street, Suite 600, Irvine, CA 92614 ("CorVel") and The City of Fort Worth ("Customer"). RECITALS WHEREAS, CorVel has developed a proprietary software solution (the "CareMC Application") which is accessible via the CorVel web site located at URL www.caremc.com (the "CareMC Site"), through which CorVel provides its customers with the option of utilizing certain Managed Care Services, including certain Bill Review Services, online (such automated and online components of CorVel's Managed Care Services, "Online Services"); and WHEREAS, CorVel provides its customers with the option of accessing certain Managed Care Services by means of CorVel's proprietary software solution (the "CareMC Application") via the CorVel web site located at the URL "www.caremc.com" (the "CareMC Site"); and WHEREAS, Customer desires to be provided with access to and use of the CareMC Application by means of an Internet browser under the terms and conditions set forth in this License Agreement. NOW, THEREFORE, in consideration of the premises set forth above, the promises made herein, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties agree as follows: 8. ACCESS TO THE CAREMC APPLICATION A. Terms of Use. The parties acknowledge and agree that the terms and conditions under which Online Services are provided by CorVel and the terms and conditions under which Customer may access and use the Online Services shall be governed by the terms and conditions of this License Agreement. B. Registration Information. Prior to accessing the CareMC Application, Customer shall provide CorVel with certain registration information requested therein ("Registration Information"). Customer represents and warrants that (i) the Registration Information Customer provides is true, accurate, current and complete, and (ii) the Registration Information will be updated as necessary to keep such data true, accurate, current and complete. C. Passwords and Levels of Access. As soon as practicable after the execution of this License Agreement, CorVel shall provide a master password to Customer that allows Customer initial access to the Online Services (the "Master Password"). Customer shall then designate two groups of Authorized Users. The first group of Authorized Users ("Restricted Users") shall have access to all data available on the CareMC Site except data that constitutes or contains "protected health information" ("PHI Data") as such term is defined in 45 CFR Section 164.501 of the regulations promulgated by the U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"). Each Restricted User shall initially access the Online Services by means of the Master Password, then shall be required to choose his/her own unique password (each, a "Restricted Password") for all future access. The second group of Authorized Users ("Non -Restricted Users") shall have access to all data available through the CareMC Application, including PHI Data, but shall only have access to PHI Data to the extent necessary for Customer to render payment on a claim, and then only to those portions or amounts of PHI Data that are determined by CorVel to be the minimum necessary for Customer to render payment on such claim. Each Non -Restricted User will be required to choose a second unique password (each, a "Non -Restricted Password") which will enable his/her to access PHI Data on the foregoing terms. D. Non -Restricted Users. Customer represents and warrants to CorVel that each Non -Restricted User who accesses PHI Data will do so solely in order for Customer to render payment on the applicable claim. E. Security of Passwords. Customer acknowledges and agrees that it shall be solely responsible for (i) selecting Authorized Users, (ii) assigning the various levels of authority and access each Authorized User may have to the CareMC Application, Online Services and Customer Data, including determining which Authorized Users shall be Non -Restricted Users, (iii) ensuring that only Authorized Users have access to the Master Password, only Restricted Users have access to the Restricted Passwords and only Non -Restricted Users have access to Non -Restricted Passwords, (iv) implementing a system to control, track and account for all Restricted Passwords and Non -Restricted Passwords, (v) strictly maintaining the confidentiality and integrity of the Master Password, Restricted Passwords and Non -Restricted Passwords and levels of authority among Authorized Users, and (iv) ensuring that Authorized Users shall at all times comply with the terms and conditions of this License Agreement. Customer further agrees that it shall notify CorVel immediately in writing if Customer knows or has reason to believe the security or integrity of a password has been compromised. F. Customer Data. Responsibility for ensuring that the content and data input into the CareMC Application by Customer or Authorized Users ("Customer Data") is accurate, reflects Customer's requirements and is entered correctly lies solely with Customer. All data generated by and through Customer's use of the CareMC Application and Online Services shall reside on CorVel's server. CorVel reserves the right to temporarily suspend access to any Customer Data that it determines violates the terms and conditions of this License Agreement or any applicable laws. G. Use of Customer Data. CorVel shall have the right to use Customer Data to fulfill its obligations under this License - -=Agreement. -- -u f ler, l iothing shall prohibit CorVel from using aggregate, non -identifying, statistical data generated through its ^ss Qp per acit !Customer, use of the CareMC Application, Online Services and CareMC Site for marketing purposes, `E1MX tan -Alone Template, Rev. 4-19-2012, JM CorpLegal 1 1 >-28-1 2 P01 : 2G provided that CorVel shall not use or disclose any such data or information in a manner that would reveal the identity of, or other confidential information concerning, Customer or individual claimants. Such aggregate, non -identifying statistical data may include, without limitation, statistics regarding the usage of, number of case referrals generated by and/or efficiencies gained by CorVel customers through their use of the CareMC Application, Online Services and/or CareMC Site. H. Changes to the CareMC Application. CorVel reserves the right, at any time in its sole discretion and without liability to Customer , to delete or change features of the CareMC Application, CareMC Site or Online Services provided such changes do not materially alter the functionality, efficiency or performance of the CareMC Application. 2. LICENSE AND RESTRICTIONS A. Limited License. Subject to the terms and conditions of this License Agreement, CorVel grants to Customer during the License Term (as defined in Section 8A below) a limited, non-exclusive, non -transferable, non-sublicensable license to access and use, and allow Authorized Users to access and use, the CareMC Application via the CareMC Site solely for Customer's own internal business use and operations Customer shall access and use the CareMC Apphcation in accordance with the user's guides and onlme instruction provided to Customer by CorVel ("Documentation") and all applicable laws, statutes, rules and regulations B. Restrictions. Customer shall not, and shall not knowingly allow Authorized Users or any third party to, (i) rent, lease, re -license or otherwise provide access to the CareMC Application or Online Services to any third party, (ii) alter, modify or create derivative works of the CareMC Application, (iii) use any reverse compilation, decompilation or disassembly techniques or similar methods to determine any design structure, concepts and construction method of the CareMC Application or replicate the functionality of the CareMC Application for any purpose, or (iv) copy the CareMC Application or any content, materials, information and other data provided by CorVel on the CareMC Site or used in providing the Online Services ("CorVel Content") and/or Documentation without CorVel's prior written consent. C. Third Parties. Customer shall not knowingly allow any third party to have access to the CareMC Application or Online Services without prior written consent of CorVel. If Customer requires a third party to have access to the CareMC Application to review Customer s Data, Customer shall either be required to (i) sign a letter agreement assuming all responsibility and liability for such third parry's access; or (ii) such third party shall be required to sign a stand-alone CareMC License Agreement with CorVel.. For purpose of this Agreement, Customer's Authorized Users shall not be considered third parties. D. Ownership. CorVel owns and shall retain all right, title and interest in and to the CareMC Application, Documentation, CareMC Site, Online Services, CorVel Content and any intellectual property rights inherent therein or arising therefrom In addition to CorVel's rights in the individual elements of the CorVel Content, CorVel owns a copyright in the selection, coordination, arrangement and enhancement of the CorVel Content. Neither Customer nor any Authorized User shall obtain any ownership rights, express or implied, or any other rights other than those expressly set forth herein in the CareMC Application, Documentation or CorVel Content. E. Compliance Monitoring and Audits. CorVel may monitor and, at its expense, perform an audit of Customer's use of the CareMC Application and CareMC Site to verify that Customer and Authorized Users are using the CareMC Application in compliance with the terms of this License Agreement. CorVel reserves the right to temporarily suspend Customer s or any Authorized User's access to the CareMC Application in the event Customer or such Authorized User engages in, or CorVel in good faith suspects is engaged in, any unauthorized conduct. CorVel shall use reasonable efforts to immediately notify Customer in writing of its suspension in services, the reasons for such suspension including the facts and circumstances it believes constitute Customer's unauthorized conduct and shall agree to a reasonable time to conduct the review of the suspension in access. The foregoing remedies shall be in addition to, and shall not limit CorVel's ability to terminate this Agieement based on material breach or pursue damages or other remedies available under law and equity. 3. INFRASTRUCTURE, MAINTENANCE AND SUPPORT A. CorVel Infrastructure Obligations. Subject to Customer's compliance with the terms and conditions of this License Agreement, CorVel shall be responsible for providing and maintaining the hardware, software and other equipment required to host the CareMC Application for Customer (`CareMC Infrastructure"). The CareMC Infrastructure is subject to modification by CorVel from time to time for purposes such as adding new functionality, maximizing operating efficiency and upgrading hardware provided such modifications shall not in the aggregate degrade the performance of the Online Services utilized by Customer. Customer understands and acknowledges that such modifications may require Customer to make changes to its Internet access and/or telecommunications infrastructure to maintain Customer's desired level of performance. CorVel shall give Customer reasonable prior written notice of any such modifications B. Customer Infrastructure Obligations. Except for the CareMC Infrastructure, which will be provided by CorVel, Customer shall be responsible for obtaining and maintaining all hardware, software, equipment Internet access and/or telecommunications services and other items or services furnished by third party venders or providers (` Third Party Providers") required to enable Customer to access and use the CareMC Application and CareMC Site as contemplated hereunder. C. Support CorVel will provide general support regarding questions on the CareMC Application and CareMC Site via email and by telephone from Monday through Friday between the hours of 5:00 a.m. and 6:00 p.m. Pacific Time, excluding holidays. CRVL EC CareMC Stand -Alone Template, Rev. 4 19-2012, JM CorpLegal 2 D. Scheduled Maintenance. CorVel will use reasonable efforts to (i) perform any scheduled downtime outside of Customer's normal business hours, (ii) notify Customer of all scheduled downtimes at least seventy-two (72) hours in advance and (iii) perform software updates to the CareMC Application with minimal disruption to Customer's use of the Online Services. E. System Monitoring. CorVel will use reasonable efforts to continuously monitor its web servers and database servers to ensure that they are functioning properly F. Security. CorVel will implement and use reasonable efforts to maintain secure systems through the use of firewalls, virtual private networks (VPN) and other security technologies. CorVel will use reasonable efforts to immediately report to Customer any security violations that affect the data of Customer G. Disaster Recovery and Backup. CorVel will use reasonable efforts to perform nightly backups of essential data on its web servers and database servers. CorVel has implemented third party backup and restoration technology to enable high speed recovery of data. CorVel utilizes redundant load balanced Win 2000 servers for 24x7, 365 day access, except for regularly scheduled system maintenance and upgrade processes. SQL Server databases are hosted on clustered servers offering fall -over capability, redundant communication links, and load balanced application servers. Backup tapes are restored into a test environment not less than quarterly to confirm validity of backups. The CareMC Site has redundant inbound Internet and Intranet connectivity. 4. REPRESENTATIONS AND WARRANTIES A. Customer Representations. Customer represents that (i) it has the legal authority to provide the Customer Data to CorVel hereunder, and (ii) it is fully aware and knowledgeable of and shall comply with its duties and responsibilities with respect to the privacy and confidentiality of medical records and protected health information under applicable federal and state laws, including but not limited to those imposed by HIPAA Upon written notice to Customer CorVel may modify or temporarily suspend Customer's access to and use of the CareMC Application, Online Services and/or CareMC Site as necessary to comply with any law or regulation. B CorVel Warranties CorVel warrants that (i) it has the legal right and authority to license the CareMC Application to Customer, (ii) it shall use commercially reasonable professional practices and good workmanship in providing the CareMC Application, and (iii) Customer support will be performed consistent with generally accepted industry standards. These warranties extend only to Customer. 5. DISCLAIMERS AND LIMITATIONS OF LIABILITY A Disclaimers. TO THE EXTENT ALLOWED BY APPLICABLE LAW EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN SECTION 4B ABOVE, CORVEL MAKES NO OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES AS FOLLOWS: (i) Internet Usage. Customer acknowledges that the Internet is essentially an unregulated, insecure and unreliable environment, and that the ability of Customer to access and use the CareMC Application is dependent on the Internet and hardware, software and services provided by various Third Party Providers. CORVEL SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S INABILITY TO ACCESS OR USE THE CAREMC APPLICATION TO THE EXTENT SOLELY CAUSED BY FAILURES OR INTERRUPTIONS OF ANY HARDWARE SOFTWARE OR SERVICES PROVIDED BY CUSTOMER OR THIRD PARTY PROVIDERS. (ii) CareMC Application. CUSTOMER ACKNOWLEDGES AND AGREES THAT CORVEL DOES NOT WARRANT THAT THE CAREMC APPLICATION OR ONLINE SERVICES ARE ERROR FREE, THAT CUSTOMER WILL BE ABLE TO ACCESS OR USE THE CAREMC APPLICATION OR ONLINE SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT THE CAREMC SITE AND CAREMC APPLICATION ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. (iii) Network Intrusions. CUSTOMER AGREES THAT CORVEL WILL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY BREACH, UNAUTHORIZED ACCESS TO, MISUSE OF OR INTRUSION INTO CUSTOMER DATA RESIDING ON CORVEL'S SERVER(S) OR ANY NETWORK USED BY CUSTOMER TO THE EXTENT SUCH DAMAGES WERE BEYOND CORVEL'S REASONABLE CONTROL, UNLESS DUE TO CORVEL'S NEGLIGENT ACTS, ERRORS OR OMISSIONS. B. Exclusion of Damages. (i) Exclusion of Damages. EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN SECTION 4B ABOVE AND THE OBLIGATION TO INDEMNIFY UNDER SECTION 6B BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST REVENUES) UNDER THIS AGREEMENT WHETHER OR NOT FORESEEABLE AND REGARDLESS OF WHETHER CLAIMS UNDER THIS AGREEMENT ARE BROUGHT UNDER TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY. (iii) Acknowledgment. The parties acknowledge that the limitations and disclaimers set forth in this Agreement CRVL EC CareMC Stand -Alone Template, Rev. 4-19-2012, JM CorpLegal 3 were an essential element in setting consideration under this Agreement. 6. INDEMNIFICATION A. Indemnification and Release. Subject to section 6D below, CorVel shall defend any third party claim against the Customer arising from the death of or physical injury to any person or damage to any person's property to the extent proximately caused by the negligence of Corvel or its agents or employees, and shall indemnify and hold harmless the Customer and its respective officers, directors and employees from and against damages, liabilities and reasonable costs and expenses ("Losses") incurred in connection therewith. Subject to section 6D below and to the extent allowed by law, Customer shall defend any third party claim against CorVel arising from the death of or physical injury to any person or damage to any person s property to the extent proximately caused by the negligence of Customer or its agents or employees, and shall indemnify and hold harmless CorVel and its respective officers, directors and employees from and against damages, liabilities and reasonable costs and expenses ("Losses") incurred in connection therewith B. Indemnification by CorVel. Subject to Section 6D below, CorVel shall defend any third party suit or action against Customer to the extent such suit or action is based on a claim that Customer's permitted use of the CareMC Application under this Agreement constitutes an infringement of a United States patent, trademark, trade name, trade secret, copyright or other United States intellectual property right, and CorVel will pay those Losses finally awarded against Customer in any monetary settlement or final non -appealable judgment of such suit or action which are specifically attributable to such claim. This indemnity does not apply to any claims based on Customer's use of the CareMC Application (i) in violation of this Agreement or the Documentation (as defined in the CareMC License Agreement), (ii) in combination with any other software, hardware, network or system to the extent the alleged infringement relates to such combination or (iii) based on CorVel's compliance with Customer's written instructions, designs or specifications where the alleged infringement relates to such compliance. If any portion of the CareMC Application becomes, or in CorVel's opinion is likely to become, the subject of a claim of infringement, then CorVel may, at its option and expense, procure for Customer the right to continue using the CareMC Application or replace or modify the affected portion of the CareMC Application so that it becomes non -infringing. If neither alternative is reasonably available, CorVel may terminate this Agreement THE FOREGOING STALES CORVEL'S ENTIRE LIABILITY AND CUSTOMER'S SOLE REMEDY FOR INFRINGEMENT CLAIMS C. Customer Indemnification. Subject to Section 6D below and to the extent allowed by law, Customer shall defend, indemnify and hold harmless CorVel from third party claims arising out of or relating to (i) Customer's misuse of or modification to the CareMC Application, (ii) acts or omissions by CorVel that were undertaken at the express written direction of Customer, (iii) Customer's use of the CareMC Application in violation of the terms of the CareMC License Agreement, (iv) data or content included in or omitted from Customer Data (as defined in the CareMC License Agreement), (v) any claim described in Section 6B(i) (iii) above. D. Conditions. The parties' indemnification obligations under this Section 6 are contingent upon: (i) the indemnified party giving written notice to the indemnifying party of any claim under this Section with ten (10) business days or receipt of the claim (provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent, and only to the extent, that the indemnifying party shall have been actually prejudiced as a result of such failure), (ii) the indemnifying party having the right but not the obligation, to assume sole control of the defense or settlement of the claim, and (iii) at the indemnifying party's request and expense, the indemnified party cooperating in the investigation and defense of such claim(s). If the indemnifying party assumes the defense of any claim hereunder, the indemnified party shall be entitled to participate in (but not control) such defense and to retain its own counsel at its own expense. The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. 7. INSURANCE A. CorVel Insurance. CorVel, at its sole expense, agrees to maintain, at all times during the term of the Agreement, the required professional liability, errors and omissions, workers' compensation, general, and auto liability insurance coverages as set forth on the Certificate of Insurance provided with the executed Professional Services Agreement (as defined herein) with an effective date of January 1, 2013. B. Customer Insurance Customer, at its sole expense, agrees to keep self-insurance reserves for comprehensive general liability and professional liability coverage in accordance with applicable legal limits on liability for the term of this Agreement. Upon request by CorVel, Customer shall furnish CorVel with a letter verifying its self -insured status. 8. LICENSE TERM AND TERMINATION A. Term. The License Agreement shall run co-terminous with the Professional Services Agreement between the parties unless terminated pursuant to Sections 8(B) or 8(C). B. Termination for Convenience. Either party shall have the right to terminate this License Agreement for any reason or for no reason, upon sixty (60) days written notice to the other party. CRVL EC CareMC Stand -Alone Template, Rev. 4-19-2012, JM CorpLegal 4 C. Termination for Cause. This License Agreement may be terminated by either party for cause as follows: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cures such breach prior to the end of such thirty (30) day period, (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment, as permitted under the terms and conditions of this License Agreement, or (iii) effective immediately and without notice if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days). D. Effect. Except to the extent expressly provided to the contrary herein, any right of action for breach of the License Agreement prior to termination, and the following provisions shall survive the termination of this License Agreement Sections I G 2D, 4, 5 and 6. Additionally, upon termination or expiration of the License Agreement (i) CorVel shall provide Customer with any proprietary data belonging to Customer, in the current format in which it is stored at CorVel at the termination of the License Agreement, (ii) all licenses granted under this License Agreement shall terminate immediately, (iii) all rights to use the CareMC Application and Online Services shall cease immediately, and (iv) each party shall promptly return all information, documents, manuals and other materials belonging to the other party related to this License Agreement, whether in printed or electronic form, except as otherwise provided in this License Agreement, including without limitation all confidential information of the other party then currently in its possession. A. Funding Out Clause. This License Agreement depends on continued availability of appropriated funds and expenditure authority from the Customer's City Council for this purpose. If for any reason the City Council fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of law or federal funds reductions, this License Agreement will be terminated by Customer upon a thirty (30) day prior written notice. Termination for any of these reasons is not a default by the Customer nor does it give rise to a claim against Customer. 9. CONFIDENTIALITY A. Definition of Confidential Information. "Confidential Information" shall mean any non-public data, information and other materials regarding the products, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party's information, of a third party) provided to either party by the other party where such information is marked or otherwise communicated as being "proprietary" or "confidential' or the like, or where such information is considered to be confidential by law. Without limiting the foregoing, the parties agree that (i) the CareMC Application, Documentation, CorVel Content (as defined in the in the CareMC License Agreement) and all software, source code source documentation, inventions, know-how, and ideas, updates and any documentation and information relating thereto constitutes Confidential Information of CorVel, and (ii) the Customer Data (as defined in the CareMC License Agreement) constitute Confidential Information of Customer B. Disclosure and Use of Confidential Information. The Confidential Information disclosed by either party ("Disclosing Party") to the other ("Receiving Partv') constitutes the confidential and proprietary information of the Disclosing Party and the Receiving Party agrees to treat such Confidential Information in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The Receiving Party shall use the Confidential Information of the Disclosing Party only in performing under this Agreement and shall retain the Confidential Information in confidence and not voluntarily disclose it to any third party (except as authorized under this Agreement) without the Disclosing Party's express written consent. The Receiving Party shall disclose the Disclosing Party's Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement. C. Exceptions. Notwithstanding the foregoing, the parties' confidentiality obligations hereunder shall not apply to information which• (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party, (ii) becomes publicly available without fault of the Receiving Party (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure (iv) is approved for release by written authorization of the Disclosing Party (v) is developed independently by the Receiving Party without use of or access to the Disclosing Party's Confidential Information, or (v) is required to be disclosed by law, rule, regulation, court of competent jurisdiction or governmental order, provided, however, that the Receiving Party shall advise the Disclosing Party of the Confidential Information required to be disclosed promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest limit or assist the Receiving Party in crafting the disclosure and then such disclosure shall be made only to the extent necessary to satisfy such requirements. D. Use of Data. Nothing shall prohibit CorVel from using aggregate, non -identifying, statistical data generated through its customers', including Customer, use of the CareMC Application and Online Services for marketing purposes, provided that CorVel shall not use or disclose any such data or information in a manner that would reveal the identity of, or other confidential information concerning, Customer or claimants Such aggregate, non -identifying statistical data could include, without limitation, statistics regarding usage of the CareMC Application and Online Services, the number of case referrals generated through the CareMC Application and Online Services and the efficiencies gained by CorVel customers through their use of the CareMC Application and Online Services. 10. GENERAL PROVISIONS CRVL EC CareMC Stand -Alone Template, Rev. 4-19-2012, JM CorpLegal 5 A. Choice of Law. This Agreement shall be governed by and construed under the laws of the State of Texas and the United States without regard to conflicts of laws provisions thereof. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties submit to the jurisdiction of the United States federal courts for the Northern District of Texas — Fort Worth Division and agree, that said courts have the sole and exclusive jurisdiction over any cause of action arising under or in connection with this Agreement. B. Compliance with Laws. Both parties shall comply with all federal, state, and local laws, regulations, ordinances, guidelines, permits and requirements applicable to providing services pursuant to this Agreement, and will be solely responsible for obtaining current information on such requirements. C. Contacts for Notices. All written notice required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by facsimile or internationally recognized delivery service to the address or fax number set forth below, unless such address or fax number is changed by notice, to the other party, as permitted hereunder. Any notices shall be deemed given on the date received, as indicated (i) by receipt of electronic answer back in the case of facsimile, or (ii) the records of the delivery service, if by courier. If to CorVel: If to Customer: CorVel Corporation 2010 Main Street, Suite 600 Irvine, California 92614 Attn: Director, Legal Services Phone: (949) 851-1473 Fax: (866) 434-2469 Email: Corporate Legalncorvel.com City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76103 Attn: Occupational Health and Safety Manager Phone: (817) 392-7766 Fax: Email: Ron.Josseletnfortworthtexas.gov D. Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by either party without the prior written consent of the non -assigning party. Any attempted assignment in violation of this Agreement shall be void and without effect. A. Severabilitv. Should any term of this Agreement be declared void or unenforceable by any arbitral tribunal or court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. B. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. C. Relationship of the Parties. The relationship of CorVel and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed (i) to give either party the power to direct or control the day-to-day activities of the other, or (ii) to constitute the parties as partners, franchisee -franchiser, joint venturers, co -owners or otherwise as participants in a joint or common undertaking, or otherwise give rise to fiduciary obligations between the parties. D. Relationship of License Agreement to Professional Services Agreement. The parties acknowledge and agree this License Agreement is executed in connection with CorVel providing services to Customer under a "Professional Services Agreement for Workers' Compensation Claims Administration and Related Services" (the "Professional Services Agreement"). To the extent this License Agreement conflicts with the Professional Services Agreement regarding the nature or scope of claims administration services to be provided by CorVel, the terms of the Professional Services Agreement shall control. E. Force Maieure. Except for the obligation to make payments, nonperformance by either party shall be excused to the extent that performance is rendered impossible by war, acts of terrorism, strikes, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control of the non- performing party. F. Entire Agreement. This Agreement constitutes the entire, final, complete and exclusive agreement between the parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. Both parties acknowledge having read the terms and conditions set forth in this Agreement and all attachments hereto, understand all terms and conditions, and agree to be bound thereby. G. Counterparts. This Agreement may be executed in two counterparts, each of which shall be an original and together shall constitute one and the same instrument. CRVL EC CareMC Stand -Alone Template, Rev. 4-19-2012, JM CorpLegal 6 IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date set forth above. CORVEL ENTERPRISE COMP INC. By: Name: Title: Date: 1 iv\ Pi ),14 THE CITY OF r7- By: Name: Title: Date: ORT WORTH what-- 2.1 Yvi'oq— APPROVED4S FORM AND LEGALITY: k itA Denis C. McElroy, ATTEST: Wiry 4(ayser, C' is ant City Attorney CONTRACT AUTHORIZATION: No M&C Required 1. � OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX CRVL EC CareMC Stand -Alone Template, Rev. 4-19-2012, JM CorpLegal 7