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Contract 45525 (2)
CITY SECRET CONTRACT MASTER SERVICES AGREEMENT TRANSPARENT PRICING AND QUALITY METRICS FOR HEALTHCARE This MASTER SERVICES AGREEMENT — TRANSPARENT PRICING AND QUALITY METRICS FOR HEALTHCARE ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, on behalf of itself and its self -funded medical and pharmaceutical benefit plan (the "Plan" and, together collectively with the City, the "Client") and LIFE ACCOUNT, L.L.C., D/B/A COMPASS PROFESSIONAL HEALTH SERVICES ("Compass"), acting by and through its duly authorized Chief Medical Officer. In this Agreement, Compass and Client may be referred to collectively as the "Parties" and each individually as a "Party." RECITALS The City and Compass agree that the following statements are true and correct and constitute the basis on which they have entered into this Agreement. WHEREAS, in 2013 following a competitive sealed proposal process, the City of Frisco, Texas ("Frisco") entered into an agreement with Compass to serve as healthcare consultant for transparent pricing and quality metrics and to provide certain specified benefits to the Plan and its participants, that agreement being City of Frisco Contract No. 13 03 -03 5 (the "Frisco Contract"); and WHEREAS, under the terms of the Frisco Contract, Compass agreed to extend its prices and services to entities that have a joint purchasing interlocal cooperation agreement with Frisco; and WHEREAS, since 2010, City and Frisco have been parties to a joint purchasing interlocal cooperation agreement; and WHEREAS, City and Compass wish to enter into an agreement for Compass to provide Master Agreement CFW and Life Account, L.L.C. Page 1 of 81 City with healthcare consulting services for transparent pricing and quality metrics and other specified services to the Plan and its participants, subject to and in accordance with the Frisco Contract, as modified herein by the Parties to tailor the arrangement to the Client's specific needs and goals. NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual covenants contained herein, Client and Compass do hereby agree as follows: AGREEMENT I. CONTRACT DOCUMENTS; PRIORITY. The relationship between the Client and Compass shall be governed by the following documents (each a "Contract Document," collectively the "Contract Documents"), all of which together constitute a single contract: 1. This Master Services Agreement, including Exhibit E-1 ("Agreement") 2 Exhibit One — Program Services Agreement between the City of Frisco and Compass, including all exhibits and attachments thereto (collectively the "Frisco Contract") 3. Exhibit Two — Conflict of Interest Documentation 4 Exhibit Three - Business Associate Addendum — City of Fort Worth The Contract Documents listed as exhibits are attached hereto and incorporated herein for all purposes as though they were set forth at length. In the event and to the extent of any inconsistency between two -or more Contract Documents, the documents will be interpreted in the order of the priority listed above, beginning with this Agreement and continuing with the exhibits. Any documents subsequently incorporated by amendment will be prioritized consistently with the foregoing. II. SCOPE OF SERVICES. Compass hereby agrees, with good faith and due diligence, to provide Client with the services defined and described herein and in the Frisco Contract, its attachments, and exhibits, Master Agreement- CFW and Life Account, L.L.C. Page 2 of 81 subject to such modifications as are made and agreed to in this Master Services Agreement. III MODIFICATIONS TO FRISCO CONTRACT. 1. To the extent terms defined in this Master Services Agreement are assigned a different meaning than in the Frisco Contract, the definitions assigned herein shall govern, notwithstanding any language in the Frisco Contract to the contrary. In construing and applying the Frisco Contact to the transaction between Compass and the City of Fort Worth, all such terms, including, but not limited to, "City," "Client," and "Plan," shall be read and interpreted in accordance with the definitions assigned in this Master Services Agreement. 2. Notwithstanding any language in the Frisco Contract to the contrary, Compass shall not provide any Compass Care Engineering services to Client. Any and all provisions of the Frisco Contract addressing or defining such services, including but not limited to, the "Clinical and Network Consulting Services" paragraph of Section 1 and the services description attached to the Frisco Contract as Exhibit D, shall not apply as between Compass and the City of Fort Worth. 3. In addition to the services described in the Frisco Contract, Compass shall, at no additional cost to the Client, administer an incentive program in accordance with the terms of this paragraph to encourage the Client's plan participants to take advantage of Compass's services. For the Initial Term of the Agreement, Client shall transfer or otherwise make available to Compass One Hundred and Fifty Thousand Dollars ($150,000.00) per Contract Year for distribution of incentives to plan participants ("Incentive Funding"). For purposes of this paragraph, the term "Contract Year ' shall refer to a twelve-month period beginning on April 9 and concluding on April 8 of the subsequent calendar year hach plan participant shall be eligible for the following incentives: (1) a one-time award of a $10 gift certificate the first time the plan participant contacts Compass; and (2) a per - occurrence award of a $50 gift certificate each time the plan participant's contact with Compass results in a savings to the Plan of $500.00 or more. Incentives Master Agreement— CFW and Life Account, L.L.C. Page 3 of 81 shall be made available on a first -come, first -served basis until all Incentive Funding for the Contract Year has been expended. Compass shall provide Client with monthly reports showing the total number of incentives given in each category during the preceding month, the cumulative number of incentives given in each category during the Contract Year to -date, and the total dollar amount of Incentive Funding remaining for the Contract Year. 4. The Parties wish to provide for a contract -Willi that is different than the one in effect for the Frisco Contract. Therefore, Section 3.1 of the Frisco Contract, "Term/Termination," shall not apply as between the Parties, and the following provision shall apply instead: 3.1 Term/Termination. This Agreement shall govern the Parties' rights and obligations with respect to all services provided for a three-year period, beginning on April 9, 2014, and expiring April 8, 2017 (the "Initial Term"), unless terminated earlier in accordance with Section 19, "Appropriation of Funds." After the Initial Term, this Agreement may be renewed for up to three (3) additional one (1) year periods (each a "Renewal Term") by mutual written agreement of the Parties. After the Initial Term, either Party may terminate this Agreement at any time on sixty (60) days' advance written notice to the other Party. The teluts and conditions of this Agreement shall apply to the Initial Term and any Renewal Term unless modified in writing by the Parties. 5. Notwithstanding any language to the contrary in Section 5.1, "Definition of Confidential Information," of the Frisco Contract, as between Compass and the City of Fort Worth, the term "Confidential Information" shall mean only that information that is specifically designated by a Party as being confidential. Neither Party shall be obligated to treat undesignated information as confidential solely on the basis of the circumstances surrounding its disclosure 6. In the event that an acquisition, merger, or sale of substantially all of the assets of Master Agreement— CFW and Life Account, L L C Page 4 of 81 a Party shall result in the assignment or transfer of any rights or obligations under this Agreement as described in Section 8 of the Frisco Contract, the Party that is the subject of such acquisition, merger, or sale shall provide the other Party with written notice of the assignment or transfer as soon as reasonably possible. 7. Notwithstanding any language to the contrary in Section 10, "Governing Law and Venue," of the Frisco Contract, Compass and the City of Fort Worth hereby consent to the exclusive jurisdiction of the state and federal courts located within Tarrant County, Texas with respect to disputes arising hereunder. 8. The Parties wish to define the concept of appropriation of funds in a manner different than the Frisco Contract. Therefore, Section 19, "Appropriation of Funds," of the Frisco Contract shall not apply as between Compass and the City of Fort Worth, and the following provision shall apply instead: 19. Appropriation of Funds. As to the Client's performance of the obligations in this Agreement, Compass acknowledges and agrees that the City of Fort Worth is a governmental entity, and because of statutory, constitutional, and City Charter provisions, it cannot commit to the funding of its obligations described herein beyond each fiscal year. Therefore, the funding obligations of the Client described herein are subject to and conditioned upon the City Council of the City of Fort Worth appropriating for each fiscal year sufficient funds to satisfy such obligations. In the event no funds or insufficient funds are appropriated in any fiscal period for any payments or obligations hereunder, Client will notify Compass 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 Client of any kind whatsoever provided, however, that Client shall still be obligated to make those portions of the payments agreed upon herein for which funds shall have been appropriated. 9. Notwithstanding anything to the contrary in the Frisco Contract, notice to Master Agreement CFW and Life Account, L L C Page 5 of 81 Compass and the City of Fort Worth shall be made to the addresses listed below or to such other address as either Party may specify in writing. To: THE CITY: To: COMPASS: City of Fort Worth Life Account, L L C., d/b/a Compass Attn: Asst. City Manager for HR Piofessional Health Services 1000 Throckmorton Attn: Fort Worth TX 76102-6311 3102 Oak Lawn Ave, Ste 215 Dallas, Texas 75219 with copy to: City Attorney's Office at the same address 10. Exhibit E of the Frisco Contract, "Service Fees," shall not apply as between Compass and the City of Fort Worth. The attached Exhibit E-1, "Service Fees" shall apply instead. 11. The "Affidavit of No Prohibited Interests" included in Exhibit B of the Frisco Contract shall not apply as between Compass and the City of Fort Worth. The attached Conflict of Interest Documentation attached to this Agreement as Exhibit Two shall apply instead. 12. The "Business Associate Addendum" attached to the Frisco Contract shall not apply as between Compass and the City of Fort Worth. The Business Associate Addendum attached to this Agreement as Exhibit Three shall apply instead. IV. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement Master Agreement— CFW and Life Account,=L L C Page 6 of 81 V. ENTIRETY OF AGREEMENT; AMENDMENT. This written instrument (together with all attachments, exhibits, schedules, and appendices) constitutes the entire understanding between the parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Notwithstanding anything in any Contract Document to the contrary, this Agreement and the other Contract Documents may only be amended via written instrument signed by both parties and dated after the execution date of this Agreement, provided, however that the parties agree that any applicable changes in local, state, or federal laws, rules, or regulations that may occur during the term of this Agreement shall be automatically incorporated into this Agreement without written amendment hereto and shall become a part hereof as of the effective date of the law, rule, or regulation. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this i5e0 day of / , 20q CITY OF FO By: / Susn Al Assist Date: is t City Manager WORTH: ATTEST: By: City Secretar�// U APPROVED AS TO FORM A ti EGALITY: By: Assistant City orney CONTRACT AUTHORIZATION: M&C: (pcb`� Date Approved: April 8, 2014 LIFE ACCOUNT, LLC D/B/A COMPASS PROFESSIONAL A TAI ARE SERVICES By: Eric Bricker Chief Medical Officer Date: ATTEST: 1 OFFICIAL RECORD CITY SECRETARY FT. woes, TX Master Agreement— CFW and Life Account, L.L.C. Page 7 of 81 EXHIBIT E-1 SERVICE FEES AND INCENTIVE PROGRAM Fee Schedule Client will pay Compass $4.50 per employee per month for Compass services as outlined in Exhibit C of the Frisco Contract. The number of employees is defined as any active employee on the City health plan as of the last calendar day of the prior month. Any post-65 retired employees on the City's self - funded benefit plan as of the same time will also be considered in the employee count. Former or terminated employees receiving benefits under fully insured Medicare products or participating in Cobra or other forms of extended coverage are not included in the count. Employees who contact Compass for service who are not on the health plan will be added to the total number of employees. Fees are payable on the first day of each month (each a "Billing Date") beginning in the month in which support services commence. Fees are due to Compass Professional Health Services within thirty days of each Billing Date. Additional Charges The following are not included in the monthly charge. Compass shall obtain the City's advance written approval prior to performing the listed services or incurring these charges. If incurred, these charges will be separately invoiced, with such invoices being due within thirty days of receipt. 1. Fees assessed by TPA (at Compass s actual cost) for data extraction, production, and transmission of requested data files for Client. 2. Products and services available through ACAP, including but not limited to, Naturally Slim, Revitalize You, Health Prompt, Musculoskeletal Programs, and Compass Professional Health Services. 3. Custom employee or participant communications. 4. Actual cost of postage for mailing communication materials to homes. 5. Compliance or legal services. Master Agreement— CFW and Life Account, L.L.C. Page 8 of 81 EXHIBIT ONE - FRISCO CONTRACT PROGRAM SERVICES AGREEMENT This program Services Agreement ("Arzrcement") is made and entered into effective as of May 7ih , 2013 (the "Effective Date") by and between City of Frisco ("City"), acting on behalf of itself and its employee benefit plan known as the City of Frisco Plan (the "Plan' and, together with the City, shall be collectively refoired to as the `Client"), and Life Account, LLC dlb/a Compass Professional Health Services ("Compass"), Compass and Client will hereinafter collectively be referred to as "the Panties," and referred to individually each as a "'arty," • WHEREAS, City is a participating employer in the Plan, and provides health insurance and certain other benefits to City s employees ("penefleiaries') by and through Plan; and WHEREAS, the City issued Competitive Sealed Proposal No 1303-035 seeking competitive sealed proposals for a healthcare consultant for transparent pricing and quality metrics, which is attached hereto as Exhibit "A' and incorporated herein for all purposes (the "CSP,'); and WHEREAS, Compass timely submitted a sealed proposal to provide a healthcare consultant for transparent pricing and quality metrics regarding the CSP which is attached hereto as Exhibit "II" and incorporated herein for all purposes (the "proposal"); and WHEREAS, the City has investigated and determined that based upon the Proposal, the City wishes to enter into this Agreement for Compass to provide the services described herein, NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 1, Traditional Services, Compass shall make available to Client traditional professional and consulting services as defined in this Agreement, The services initially intended to be provided by Compass include, but are not limited to: general Beneficiary information, coordination of care, instruction regarding benefits available, consulting regarding healthcare benefits and available providers consulting regarding cost e.iclencies medical record collection and charting, and provider bill review Specific services to be provided by Compass shalt be listed on Exhibit C" attached hereto and incorporated herein for ail purposes. Clinical and Network Consulting Services, Compass shall make available to Client cllnieal and network consulting services as defined In this Agreement, The clinical and network consulting services initially intended to be provided by Compass include but are not limited to: profiling of providers based on claims and process measures, selection and monitoring of Centers of Value physicians and hospitals, development of t N5359 v. I (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 9 of 81 625359 v,1 (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Community Near Site Clinics, identification of clinical and network interventions, interface with Client's Third Party Administrator (TPA), and consulting on employee and dependent engagement. Specific clinical and network consulting services to be provided by Compass shall be listed on `Exhibit D" attached hereto and incorporated herein for all purposes. 2, Client Obligations, Client shall make available to Compass: access to Client s Plan and benefit documents (including the Plan Summary Description) monthly medical/RX claims files, access to Beneficiaries to allow Compass to make presentations intended to invite Beneficiaries to take part in the service program (The service program is the scope of services provided by the Compass HealthPro), support a comprehensive communications campaign, encourage Beneficiaries to take part in the service program by creating employee accountability and engagement and reasonably assist Compass in the operation of the service program, During the terra of this Agreement, Client shall not acquire any services from any other provider identical to the services provided by Compass without the prior written consent of Compass, 3, Term / Termination, 3,1 Term / Termination, The term of this Agreement shall extend for the length of the service program, which shall commence on the Effective Date and terminate after a period of thirty-six (36) months, Thereafter, this Agreement shall automatically renew for three (3) consecutive one (1) year terms unless either party provides written notice to the other, within at least sixty (60) days of the date of termination of its intention not to renew this Agreement, After the initial term of this Agreement either party may terminate this Agreement at any time on sixty (60) days written notice to the other party, The terms and conditions of this Agreement shall apply to the hilt al Term and any renewal term unless modified in writing by the Parties 3.2 Default. In the event that either Party shall default in the performance of any of its material covenants, or undertakings under this Agreement, and such default shall continue and not be corrected within thirty (30) days after the receipt of written notice thereof from the non -breaching Party specifying the default and requesting correction of such default, the non -breaching Party may terminate this Agreement by delivering written notice to such effect to the other Party, which notice shall be immediately effective 4, Fees 4.1 Fee Amount Client shall pay Compass according to the schedule in the Pee Model defined in gxhibit"W' attached hereto for the Services described herein as ("Service lee") 4,2 Payment Schedule, Such Service Fee shall be paid in advance to Compass on a monthly basis, ('the Billing Cycle"), due thirty (30) calendar days after the 2 Page 10 of 81 first day of the new month or thirty (30) calendar days after the receipt of fee invoice, whichever is latex The Billing Cycle will begin on the Effective Date of the Agreement and repeat until the Agreement is terminated, 4,3 Included Emalovees, The Service Fee is based on the number of active employees See Exhibit "E" for the determination of active employees, 4,4 Fee Inclusion, The Service pee includes Compass' standard marketing materials including employee service explanations and telephone number contact instructions, Other marketing materials will be provided to Client as electronic files in camera-ready format Additional charges may apply for special requests including, but not limited to the costs associated with travel for membei meetings and/or health fairs; customized or additional educational, promotional, or marketing materials; and/or postage and shipping costs for such additional materials if Client agrees in writing to pay for such items in advance of purchase or provision Additional charges to the employee may apply for medical record collection fees charged by providers (e,g, doctors, hospitals, etc) if the active employee agrees in writing to pay for such items in advance of purchase or provision, 4,5 Additional Services, My requested services not described in this Agreement will requite a separate Agreement with its own fee structure, 4,6 Termination. Upon termination of this Agreement payments under this Agreement shall cease however Compass shall be entitled to any payments due for periods or partial periods that accrued prior to the date of termination for winch Compass has not yet been paid. 5, Confidentiality. Non -Disclosure, and Non -Solicitation, 5,1 Definition of Confidential Information, "Confidential Information" means any non-public information Compass or Client (as appropriate, 'Disclosing Party") designates as being confidential or which, under the citcuinstanoes surrounding disclosure ought to be treated as confidential, Confidential Information includes without limitation, any and all of Disclosing Party's technical and nontechnical information including business plans and business models, patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source dooumex ts, source code and formulae related to the current, future and proposed products and services of Disclosing Party, and includes, without limitation, Disclosing Party's respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information, 3 625359 v,1 (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 11 of 81 5.2 Nondisclosure and Nonuse Obligation Compass or Client, as recipient of Confidential Information from Disclosing Part-, (as appropriate, "Receiving Party") agrees that it will not use, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, consultations with personnel or authorized representatives of Disclosing Party relating to a possible collaboration with the other, as required by law, and for any other purpose Disclosing Party may hereafter authorize In writing, Furthermore except as required by law, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Receiving Party agrees to treat all Confidential Information with the same degree of care as Receiving Party accords its own confidential information, but in no case less than reasonable care. Receiving Party shall disclose Confidential Information only to Receiving Party's employees or other persons who need to know such information and only if such recipient employees or other persons have previously agreed, in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Receiving Party under this Agreement. Receiving Party shall immediately give notice to Disclosing Party of any unauthorized use or disclosure of Confidential Information, 5,3 Exclusivity; Compass is providing a unique capability in assessing the quality service and the cost efficiency of the physicians, hospitals, and other network providers, As Compass shares Confidential Information with Client, Client agrees not to utilize this information directly or through a third party to circumvent the direct communication or relationship that is being created and/or managed without the involvement and/or representation of Compass, 5,4 Exclusions from nondisclosure and nonuse obligations. The obligations of Receiving Party under Section 5,2 shall not apply to such Confidential Information that Receiving Party can document (A) was in the public domain at the time such Confidential Information was communicated to Receiving Party by Disclosing Party through no fault of Receiving Party, (B) was rightfully in Receiving Party's possession free of any obligation of confidence as shown by Receiving Party's files and records at the time such Confidential Information was communicated to Receiving Party by Disclosing Party (C) was developed by employees or agents of Receiving Party independently of mid without reference to any Confidential Information communicated to Receiving Party by Disclosing Party, as shown by documents and other competent evidence in Receiving Party's possession, or (D) at or prior to the time such Confidential Information was disclosed to Receiving Party, had been communicated by Disclosing Party to an unaffiliated third party flee of any obligation of confidence, A disclosure by Receiving Party of Confidential Information (A) in response to a valid order by a court or other governmental 4 625359 v,l (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 12 of 81 body, (B) as otherwise required by law, or (C) as necessary to establish the rights of Receiving Party under this Agreement shall not be considered to be a breach of this Agreement by Receiving Party of a waiver of confidentiality for any other purposes; provide however, Receiving Party shall provide prompt prior written notice thereof to Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure, This exclusion provision, however, shall not be interpreted as being in derogation of the parties' obligations set forth in the last sentence of Section 5,2 above, 5,5 Ownership and Return of Confidential Information. and Other Materials, All Confidential Information shall remain the property of Disclosing Party, and no license or other rights to such Confidential Information is granted or implied hereby, All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs lists and all other tangible media of expression) furnished by Disclosing Party to Receiving Party and which are designated in writing to be the property of Disclosing Party shall remain the property of Disclosing Party At DiselosIng Party request and no later than five (5) days after such request Receiving Party shall promptly destroy or deliver to Disclosing Party at Disclosing Party's option, (A) all materials furnished to Receiving Party by Disclosing Party, (B) all tangible media of expression in Receiving Party s possession or control to the extent that such tangible media incorporate any of Disclosing Party's Confidential Information, and (C) written certification of Receiving Party's obligations under this sentence, 5,6 Disclosure of Third Party Information, Neither party shall communicate any information to the other in violation of the proprietary rights of any third party> 5,7 Non -Solicitation, Bach of the parties agrees that, during the term of this Agreement and for a period of one (1) year aftei the latter of its termination, expiration or the completion of all services hereunder, it will not, directly or indirectly, alone or as a consultant, partner, officer, director employee, joint venturer, lender, or stookholder of any entity; (1) solicit or otherwise seek to induce any employee, agent or representative of the other party to terminate such person's position as an employee, agent, or representative, or (2) hire, attempt to hire or knowingly permit any company or business organization In which it Is employed, engaged or which it is directly or indirectly controlled by, or under common control with, to employ, any person who currently is or within the Immediately -preceding six (6) months was an employee, agent, representative, or consultant of the other party or in any manner seek to solicit or induce Any such person to leave his or her employment with the subject party, or assist in the recruitment or hiring of any such person, A party's general solicitation of employees (through, for example advertisements in newspapers, magazines or trade journals) will not be a violation of this provision nor will a party's hiring an employee of the other 5 625359 v.1 (Compass Program Svrvlces Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 13 of 81 party who responds to such a general solicitation be a violation of this provision, 5.8 Confidential Information of Client, The parties recognize that the Plan is a `covered entityand Compass a "business associate" under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereundei, and agree to be bound by the provisions of the $usiness Associate Addendum attached hereto, 6. Reporting, Compass will provide Client with its standard utilization reports, on a quarterly basis, 7. INDEMNIUJCATION. 7.1 COMPASS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CLIENT, ITS OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATED COMPANIES AND AGENTS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, ACTIONS, DEMANDS AND LAWSUITS (TOGETHER "CLAIMS") AND ALL RESULTING COSTS, LIABILITIES, DAMAGES AND EXPENSES INCLUDING REASONABLE ATTORNEYS' FEES (TOGETHER "LIABILITIES") ARISING OUT OM Y. COMPASS'S BREACH OF ANY MATERIAL TERM OR PROVISION OF THIS AGREEMENT, OR VIOLATION OF ANY RLPRESENTATION, WARRANTY OR COVENANT IN THIS AGREEMENT; OR Il. COMPASS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 7.2 COMPASS SHALL FURTHER INDEMNIFY, DEFEND AND HOLD HARMLESS CLIENT, ITS OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATED COMPANIES AND ITS AGENTS FROM AND AGAINST CLAIMS BROUGHT AGAINST CLIENT BASED ON THE SERVICES PROVIDED BY COMPASS. 7.3 CLIENT SHALL GIVE COMPASS PROMPT WRITTEN NOTICE OR ANY CLAIM COVERED BY THIS SECTION AND PROVIDE REASONABLE ASSISTANCE AND COOPERATION (AT THE INDEMNIFIED PARTY'S EXPENSE) COMPASS SHALL HAVE THE MGM;. AND OR DUTY TO ASSUME THE CONTROL OF THE DEFENSE THEREOF WITh COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARECY. CLIENT MAY TAKE PART IN ITS DEFENSE AT ITS OWN EXPENSE AFTER TIIE INDEMNIFYING PARTY ASSUMES THE CONTROL THEREOF, 8, No Assignment, Except In the case of an acquisition, merger, or sale of substantially all of the assets of a Party, neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 9. Notices, Any notices required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (A) by personal 6 625359 v.I (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 14 of 81 delivery, when delivered personally; (I3) by overnight courier, upon written verification of' receipt; (C) by telecopy of facsimile transmission, upon acknowledgement of receipt of electronic transmission; or (D) by certified or registered mail, return receipt requested upon verification of receipt. Notice shall be sent to the addresses set forth below or to such other address as either party may specify In writing, 10, Governing Law and Venue, This Agreement shall be governed in all respects by Texas law. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located within Collin County Texas with respect to disputes arising hereunder, 11. Severability If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (A) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and (B) the Iegality validity and enforceability of the remaining provisions of the Agreement shall not be affected of impaired thereby. 12, Waiver: Amendment' Modification. No tern or provision hereof will be considered waived by elthei party, and no breach excused by either party, unless such waiver or excuse is in writing signed by the party against whom such waiver or excuse is asserted, The waiver by either party of or consent of either party to, a breaoh of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to or excuse of any other or subsequent breach by the other party. This Agreement may be amended or modified only by a writing signed by an authorized representative of each of the parties. 13. Iniunctive Relief 84 Specific Performance, A breach by either party of any of the promises or agreements contained herein will result in irreparable and continuing damage to the other party for which there will be no adequate remedy at law and in the event of such breach, such other party shall be entitled to seek injunctive reliefand/ot a decree for speoifio performance, as well as such other relief as may be proper (including monetary damages if appropriate), 14, No Implied License, Compass hereby reserves all rights in and to its Confidential Information, and rothtng herein shall be construed as granting the recipient of Confidential Information disclosed hereunder any license, express or implied, under any of Cotnpass s patents, copyrights, trademarks or trade secrets, 15, Relationship of the Parties, This Agreement does not, nor is it intended to create a relationship of joint venture, principal and agent or partnership between the Parties, The relationship between the Parties Is and shall be that of an independent contractor, Nothing in this Agreement shall create or be construed to create the relationship of employer and ernployee, Bach Party acknowledges that it shall have no authority to obligate or bind the other Party in any way, 7 625359 v,1 (Compass Program Sarvfces Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 15 of 81 16, Force lvJaieure, Neither Party hereto shall have any liability for delay or non- fulfillment of any terms of this Agttcment caused by any cause not within such Party's reasonable control (but excluding frnanoial inability) such as an act of God, war, riots or civil disturbance, strikes, accident, fire, transportation °auditions, labor and/or material shortages, governmental controls, regulations, and permits and/or embargoes. 17, Entire Agreement, This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such matters, 18, Counterp, This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, 19, Auarooriation of Funds, Funds are not presently budgeted for Client's performance under this Agreement beyond the end of the Client's 2013w2014 fiscal year. Client will give Compass sixty days (60) notice if funds for Client s performance are not budgeted to continue beyond that time, Client shall have no liability for payment of any money for services performed after the end of Client's 2013-2014 fiscal year unless and until such fluids are budgeted, CRENIAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 8 625359 v.1(Conipnss Program Services Agreersnt) Master Agreement— City of Fort Worth and Compass, N.A Page 16 of 81 IN WITNESS WHEREOF, the parties hereto have °Bused this Agreement to be executed by their duly authorized representatives, all as of the date first set forth above, Compass; Life Account, LLC. d/b/a Compass Professional Health Services 13601 Preston Road, Suite 816E Dallas, TX 75240 Dat It Printed Name: David W, Toomey Title: President, Compass CCE Client! City of Frisco 6101 Frisco Square Blvd, Frisco, TX 75034 By: enifrcit; Date; May'rth, 201,8 Printed Name: George Purefoy Title: City Manager 9 625359 v,z (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 17 of 81 • pxgromA in • 10 625359 v,1 (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 18 of 81 GENERAL INFORMATION CITY OF FRISCO, TEXAS PROQRCSS IN MOTION COMPETITIVE SEALED PROPOSAL NO, 1303rt033 Health Care Consultant for Transparent Pricing and Quality Metrics N.v h/NNNNNNNN N NNNNNNNNNryNn/NNNNNNNM/NNNNNNNNN NNNNNNNNNNNNNNNNNNN N DOCUMENTS ARE DUE TO THE OFFICE OF THE DIRECTOR OF ADMINISTRATIVE SERVICES PRIOR TOt 3/15/2013@ 2:OOPM CST NO LATE PROPOSALS WILL BE ACCEPTED CD OR FLASHDRIVE AND THREE HARD COPIES REQUIRED NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN OCilri S MAY BE UELIVERED OR MAtthO111.4 CITY OF FRISCO TOM JOHNSTON DIRECTOR OF ADMINISTRATIVE SERVICES 6101 Frisco Square Blvd. FRISCO, TX 76034 aBflui for S ubrn i Questions 3/6f2013 5pm CST Send to Purchasing Wfrisootexas FOR ADDITIONAL INFORMATION CONCERNING THIS PROPOSAL PLEASE CONTACT: Tom Johnston, CPPO, C,P,M, Jean Stellatelln, CHM, CPPB Director of Administrative Services Buyer ttolntston i friscotexas, ojv istellatella(Wfriscotexas,aov 972 292 5540 972 292 5541 Page i of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 19 of 81 PROGRESS IN MOTION CITY OF FRISCO COMPETITIVE SEALED PROPOSAL PLUMBER 13034035 RFP for Health Care Consultant for Transparent Pricing and Quality Metrics BIDDER MUST SUBMIT ORIGINAL PROPOSAL ON A CD OR PLASHDRIVE PLUS THREE HARD 'COPIES" TO FACILITATE EVALUATION. IF THE HARD "COPIES' ARE NOT SUBMITTED WITH THE ORIGINAL CD OR PLASHDRIVE, YOUR PROPOSAL MAY BE CONSIDERED AS 'NONNRESPONSIVE TO SPECIFICATIONS" AND MAY NOT BE CONSIDERED FOR FURTHER EVALUATION, The City of Frisco (the "City") is accepting Competitive Sealed PROPOBALs for Health Care Consultant for Transparent Pricing and Quality Metrics It Is the policy of the City to involve small businesses and qualified minority/woman owned businesses to the greatest extent possible in the procurement of goods, equipment, services and construction projects. Proposal must be received by 3/16/2013 at 2:00 PM CST BY THE DIRECTOR OF ADMINISTRATIVE SERVICES'S OFFICE. NO PROPOSAL WILL BE ACCEPTED AFTER THAT DATE AND TIME ALL PROPOSALS RECEIVED AFTER THIS DATE AND TIME WILL BE CONSIDERED UNRESPONSIVE. Proposals will be pubilciv opened and read_at the FriscoClty Hall located at 6101 Frisco Square Blvd., Frisco. Texas 75034 on 3/16/2013 at 2:O6 PM CST, Write the competitive sealed proposal number 1303-035, name of proposals, RFP for Hearth Care Consultant for Transparent Pricing and Quality Metrics and the name of your organization on the outer envelope. Proposals are to be submitted in accordance with the attached City specifications and the 'General Conditions of Bidding' attached hereto. Each bidder is required to fill in every blank, failure to do so may be used as a basis for rejection of a proposals. The City reserves the right to reject any or all proposals, to waive formalities, or to proceed otherwise when in the best Interest of the City. The Initial term of this contract will be for three (3) years. The City will have the right and option to extend the term of the contract for three (3) additional one (1) year periods upon the same Page 2 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 20 of 81 terms and conditions, The City will also have the right and option to terminate the contract upon thirty (30) days written notice, SEE ATTACHED SPECIFICATIONS/PROPOSAL FORM The suocessful bidder may be required to execute a written contract. GENERAL CONDITIONS OF BIDDING 1. INSTRUCTIONS: These instructions apply to all bids/proposals and become a part of the terms and conditions of any bid/proposal submitted and any agreement entered into subsequent thereto, unless exception is taken In writing by bidder when submitting bid. BIDDING 2. FORM: Bidders must submit an orlainal on a CD or Flashdrive and three (3) hard conies of the sealed bid/written auote/proposal to the Director of Administrative Services, prior to response due date/time, Failure to submit the additional hard copies may result in the bid being declared unresponsive to specification and may not be further evaluated, 3. PRICING: Price(s) quoted must be held firm for a minimum of ninety (90) days from the date of bid closing, In the case of estimated requirement contract bid the prices must remain firm for the period as specified in the bid. 'Discount from list" bids are not acceptable unless specifically requested In the bid. 4. QUANTITIES; In the case of estimated requirements contract bid, quantities appearing are estimated as realistically as possible. However, the City reserves the right to Increase, decrease or delete any item or items of material to be furnished while continuing to pay the price quoted on this bid regardless of quantity. The successful bidder shall have no claim against the City for anticipated profits for the quantities called for, diminished, or deleted, 5, ERROR -QUANTITY: Bids must be submitted on units of quantity specified, extended, and show total, in the event of discrepancies in extension, the unit prices shall govern. F.O,B,/DAMAGE Quotations shall be bid F.O.B., delivered to the designated Municipal Facility, Frisco, Texas and shall include all delivery and packaging costs, The City assumes no liability for goods delivered in damaged or unacceptable condition. The successful bidder shall handle all claims with carriers, and in case of damaged goods, shall ship replacement goods Immediately upon notification by the City, 7 DELIVERY PROMISEPENALTIES: Bids MUST show the number of calendar days required to place the material in the possession of the City Do not quote shipping dates. When delivery delay can be foreseen, the bidder shall give prior written notice to the City, who shall have the right, in its sole discretion to extend the delivery date if reasons for delay appear acceptable Default in promised delivery, without acceptable reasons, Page 3 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 21 of 81 or failure to meet specifications, authorizes the City to purchase the goods elsewhere, and charge any Increase in cost and handling to the defaulting bidder. 6. BIDDER SHALL PROVIDE: With this bid response, the bidder shall provide all documentation required, Failure to provide this Information may result in rejection of bid 9, ALTERING/WITHDRAWAL OF BiDS: Bids cannot be altered or amended after submission deadline, The signer of the bid, guaranteeing authenticity, must initial any interlineations alteration, or erasure made before opening time No bid may be withdrawn after opening time without first submitting a written reason to the Director of Administrative Services and obtaining the Director of Administrative Services's approval, 10. PRESENTATION OF BIDS: No oral, telegraphic, telephonic, e-malted, or facsimile bids will be considered at this time, All bids must be submitted in a sealed envelope. 11, CORRESPONDENCE: This bid number must appear on ALL correspondence, Inquiries, bid submittal documents, etc, pertaining to this Invitation for Bid. 12. ADDENDA Any interpretations, corrections or changes to this Invitation for Bid and specifications will be made by addenda, Sole issuing authority of addenda shall be vested in the City of Frisco Purchasing Division, An attempt will be made to mail, fax, or e mail any addenda to all who are known to have received a copy of this invitation for BId. Bidders shall aoknowledge receipt of all addenda in the designated area on the bid document, It is the responsibility of the bidder to ensure receipt of all addenda and to include the changes in this bid dooument 13, LATE BIDS, Bids received by the City after submission deadline shall be returned unopened and will be considered vold and unacceptable. The City is not responsible for lateness of mail, carrier, etc, 14. BID OPENINGS Ail bids submitted will be read at the City's regularly scheduled bid opening for the designated project. However the reading of a bid at bid opening should not be construed as a comment on the responsiveness of such bid or as any indication that the City accepts such bid as responsive, The Gity will make a determination as to the responsiveness of bids submitted based upon compliance with all applicable laws, City of Frisco Purchasing Guidelines, and project documents Including but not limited to the project specifications and contract documents, The City will notify the suocessful bidder c pon award of the contract and according to state law all bids received will be available for inspection at that time, unless otherwise provided by law. 15. BID TABULATION: Bidders desiring a copy of the bid tabulation may request It by enclosing a self/addressed stamped envelope with bid BID RESULTS WILL NOT BE GIVEN BY TELEPHONE, You can also download a copy on our webslte, www,friscotexas,aov/bids , if you have any questions, please contact the Gity of Frisco, Purchasing Division, at purchasing a frlscotexas.aov Page 4of26 Master Agreement— City of Fort Worth and Compass, NA Page 22 of 81 16. PROTESTS: All protests regarding the bid solicitation process must be submitted in writing to the City within five (6) working days following the opening of bids This Includes all protests relating to advertising of bid notices, deadlines, bid opening, and all other related procedures under the Local Government Code as well as any protests relating to alleged improprieties or ambiguities in the specifications. This limitation does not include protests relating to staff recommendations as to award of this bid, Protests relating to staff recommendations may be directed to the City Manager within in five (5) days of the staff recommendation memo. Unless otherwise provided by law, all staff recommendations will be made available for public review prior to consideration by the City Council. 17, BID AWARD: The City reserves the right to award a separate contract to separate bidders for each item/group or to award one contract for the entire bid. Unless stipulated In the attached bid specifications, the contract will be awarded to the lowest responsible bidder or to the bidder who provides the goods or services specified herein at the best value for the City in compliance with Texas Local Government Code, Section 262,043, 18, CHANGE ORDERS: No oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated In the resulting contract All change orders to the contract will be made In writing by the City, PERFORMANCE 19. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE BIDDERS: A prospective bidder must affirmatively demonstrate bidder's responsibility, A prospective bidder must meet the following requirements: A Have adequate financial resources or the ability to obtain such resources as required; B. Be able to comply with the required or proposed delivery schedule; C. Have a satisfactory record of performance; D. Have a satisfactory record of Integrity and ethics; and E. Be otherwise qualified and eligible, as determined by the City, to receive an award. The City may request representation and other Information sufficient to determine bidder's ability to meet these minimum standards listed above. 20. ASSIGNMENT: The successful bidder shall not sell, assign transfer or convey this contract In whole or in part, without the prior written consent of the City. 21. SPECIFICATION -.SAMPLES: Any catalog, brand name or manufacturer's reference used Is considered to be descriptive, not restrictive, and is indicative of the type and quality the City desires to purchase, Bids on brands of like nature and quality may be considered unless specifically excluded, If bidding on other than reference, bid must certify article offered Is equivalent to specifications and It is subject to approval by the using department and the Purchasing Division. Samples, if required, shall be furnished free of expense to the City SAMPLES SHOULD NOT BE ENCLOSED WITH BID UNLESS REQUESTED, Page 6 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 23 of 81 22, TESTING: An agent so designated by the City, without expense to the City, may perform testing at the request of the City or any participating entity. 23, PACKAGING: Unless otherwise indicated, items will be new, unused, and in first class condition in containers suitable for damage -free shipment and storage, 24. DELIVERY: Deliveries will be acceptable only during normal working hours at the designated City Municipal Facility. The place of delivery shall be set forth in the purchase order. The terms of this agreement are "no arrival, no sale", 26. TITLE AND RISK OF LOSS: The title and risk of loss of goods shall not pass to the City until the City actually receives and takes possession of the goods at the point(s) of delivery. 26, PATENT RIGHTS: The Bidder agrees to indemnify and hold the City harmless from any claim Involving patent right infringement or copyrights an goods supplied PURCHASE ORDERS AND PAYMENT 27. PURCHASE ORDERS: A purchase order(s) shall be generated by the City Director of Administrative Services to the successful bidder. The purchase order number must appear on all itemized invoices and packing slips. The City will not be held responsible for any work orders placed and/or performed without a valid current purchase order number. Payment will be made for all services rendered and accepted by the contract administrator for which a valid invoice has been received. 28. BID SECURITY/BOND REQUIREMENTS: if required, bid security shall be submitted with bids. Any bid submitted without bid bond, or cashiers/certified check, shall be considered non -responsive and will not be considered for award Performance and/or payment bonds, when required, shall be submitted to the City, prior to commencement of any work pursuant to the agreement provisions. 29. FUNDING: The City is a home -rule municipal corporation operated and funded on an October 9 to September 30 basis, accordingly, the City reserves the right to terminate, without liability to the City, any contract for which funding Is not available. 30. TAXES: The City Is exempt from Federal Manufacturer's Excise, and State sales taxes. TAX MUST NOT BE INCLUDED iN BiD PRICING. Tax exemption certiftoates will be executed by the City and furnished upon request by the Finance Division. 31. PAYMENT TERMS: Payment terms are Net 30 unless otherwise specified by the City in this document, Prompt payment discounts may be used by the City in determining the lowest responsible bidder. 32. INVOICES: invoices must be submitted by the successful bidder to the City of Frisco, Finance Division, accountsnavabieOfriscotexas,aov CONTRACT Page 6 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 24 of 81 33. CONTRACT PERIOD/RENEWAL OPTIONS: In the case of an annual contract bid, the contract shall be for a predetermined period as specified In the Invitation for Bids If a clause for option to renew for additional period(s) Is (are) included renewal(s) will be based solely upon the option and written agreement between both the City and the Contractor. Either party dissenting will terminate the contract in accordance with its initial specified term. 34. INTERLOCAL AGREEMENT: Successful bidder agrees to extend prices to ail entities that have entered Into or will enter Into joint purchasing Interlace: Cooperation Agreements with the City. The City is a participating member of the Collin County Governmental Purchasing Forum (the "Forum"), As such, the City has executed Interlocal Agreements, as permitted under Section 7911025 of the Texas Government Code with certain other governmental entities in Collin County authorizing participation In a cooperative purchasing program, The successful bidder may be asked to provide products/services, based upon bid price, to any other participant in the Forum, 35, AUDIT: The City reserves the right to audit the records and performance of successful bidder during the term of the contract and for three (3) years thereafter, 36. SUCCESSFUL BIDDER SHALL: Defend indemnify and save harmless the City and all its officers, agents and employees and all entities, their officers, agents and employees who are participating in this contract from all suits, actions or other claims of any character, name and description brought for or on account of any Injuries, including death, or damages received or sustained by any person, persons or property on account of any negligent act or fault of the successful bidder, or of any agent, officer, director, representative, employee, subcontraotor or supplier in the execution of or performance under, any contract which may result from bid award Successful bidder shall pay any judgment with cost which may be obtained against the City and participating entities growing out of such Injury or damages. 37, TERMINATION FOR DEFAULT: The City reserves the right to enforce the performance of this contract In any manner prescribed by law or deemed to be in the best Interest of the City in the event of breach or default of this contract. The City reserves the tight to terminate the contract Immediately In the event the successful bidder falls to (I) meet delivery schedules of (2) otherwise perfortns in accordance with these specifications Breach of contract or default authorizes the City to among other things award to another bidder, purchase elsewhere and charge the full Increase in cost and handling to the defaulting successful bidder 38. ACCEPTABILITY: All articles enumerated in the bid shall be subject to inspection by a City officer or employee designated for the purpose. If found Inferior to the quality called for, or not equal in value to the specifications, deficient in workmanship or otherwise, this fact shall be certified to the Direotor of Administrative Services who shall have the right to reject the whole or any part of the same, Work determined to be contrary to specifications must be replaced by the bidder and at Its expense All disputes concerning quality of supplies utilized In the performance of this bid will be determined solely by the City Director of Administrative Services or designated representative Page 7 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 25 of 81 39, REMEDIES: The successful bidder and the City agree that each party has all rights, duties, and remedies available as stated in the Uniform Commercial Code and any other available remedy, whether in law or equity. 40. VENUE: This oontract will be governed and construed according to the laws of the State of Texas. This contract is performable In Collin County, Texas. 41, SILENCE OF SPECIFICATION: The apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail, Ail interpretations of these specifications shall be made on the basis of this statement. 42. NO PROHIBITED INTEREST: The bidder acknowledges and represents they are aware of the laws and City Charter regarding conflicts of Interest. The City Charter states In part that 'No officer whether elected or appointed or any employee, whether full or part time, of the City shall have a substantial financial interest, direct or indirect in any contract, other than employment contracts with the City; or have a substantial financial Interest direct or indirect in the sale to the City of any land, materials, supplies or services,..,," 42. FORCE MAJEURE: if, by reason of Force Majeure, either party hereto shall be rendered unable wholly or In part to carry out its obligations under this contract then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure shall be suspended during the continuance of the Inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other Industrial disturbances aot of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority insurrections riots, epidemics, Landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonable within the control of the party claiming such Inability, it is understood and :sgreed that the settlement of strikes and lookouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lookouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable In the judgment of the party having the difficulty, 43, DISCLOSURE OF CERTAIN RELATIONSHIPS Effective January 1, 2006, Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of Interest with a local government entity, By law, this questionnaire must be filed with the records administrator of the City of Frisco not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176,006, Local Government Code, A Page 8of26 Master Agreement— City of Fort Worth and Compass, N.A Page 26 of 81 person commits an offense if the person violates Section 176.006, Local Government Code An offense under this section is a Class C misdemeanor, Chapter 176 and the questionnaire may be found at www.friscotexas.gov. By submitting a response to this request, vendor represents that it is In compliance with the requirements of Chapter 176 of the Texas Local Government Code. Page 0 of 254 Master Agreement— City of Fort Worth and Compass, N.A Page 27 of 81 CITY OF FRiSCO CONTRACTOR INSURANCE REQUIREMENTS Contractors providing good, materials and services for the City of Frisco shall, during the term of the contract with the City or any renewal or extension thereof, provide and maintain the types and amounts of Insurance set forth herein. All insurance and certiflcate(s) of Insurance shall contain the following provisions: 1. Name the City, Its officers, agents, representatives, and employees as additional insureds as to all applicable coverage with the exception of workers compensation insurance, 2, Provide for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change of the insmance. 3. Provide for a waiver of subrogation against the City for injuries, including death property damage, or any other toss to the extent the same is covered by the proceeds of insurance Insurance Company Qualification: All insurance companies providing the required Insurance shall be authorized to transact business In Texas and rated at least "A" by AM Best or other equivalent rating service. Certificate of insurance: A certificate of insurance evidencing the required insurance shall be submitted with the contractor's bid or response to proposal. If the contract Is renewed or extended by the City a certificate of insurance shall also be provided to the City prior to the date the contract is renewed or extended, TWO of Contract Tyne and amount of Insurance Special Events General Liability insurance for personal injury (including death) and property damage with a minimum of $1 Million Dollars per occurrence and $2 Million Dollars aggregate, including coverage for advertising Injury and products coverage Statutory Workers compensation Insurance as required by state law (If the contractor serves alcoholic beverages) Liquor Liability with a minimum of $1 Million Dollars per Occurience and $2 Million Aggregate. (if high risk or dangerous activities) Umbrella Coverage of Liability Excess Coverage of $ 2 Million Dollars Page 10 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 28 of 81 Public Works and Construction Professional Services (if automobile or limousine service Is involved even if volunteers) Automobile Liability with a minimum of $1 Million Dollars combined single limit, General Liability insurance for personal injury (including death) and property damage with a minimum of $1 Million Dollars per occurrence and $2 Million Dollars aggregate, including advertising Injury, products coverage and (XOU) Explosion, collapse and underground (If high risk or dangerous activities) Umbrella Coverage or Excess Liability Coverage of $2 Million Dollars Statutory Wo,kers compensation Insurance as required by state law Professional Liability Insurance with a minimum of $1 Million Dollars per occurrence and $2 Million Dollars aggregate. (If size or scope of project warrant) Umbrella Coverage or Excess Liability Coverage of $2 Million Dollars Page 11 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 29 of 81 Supplemental Information Texas Government Code Section 2262.002 Non-resident bidders. A governmental entity may not award a governmental contract to a nonresident bidder unless the nonresident underbids the lowest bid submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident bidder to obtain a comparable contract In the state in which the nonresident's principal place of business is located. In order to make this determination, please answer the following questions; 1. Address and phone number of your principal place of business; 2. Name and address of principal place of business, and phone number of your company's majority owner; Name and address of principal place of business, and phone number of your company's ultimate parent company: MINORITY/WOMAN•©WNED BUSINESS PARTICIPATION It Is the policy of the City of Frisco to Involve small businesses and qualified minority/women owned businesses to the greatest extent possible in the procurement of goods, equipment, services and construction projects. To assist us in our record keeping, please list below the names of the minority or woman -owned firms you would be utilizing in this bid, and note the monetary Involvement, NAME OF FIRM TELEPHONE # 1 $ INVOI VEMENT I Page 12 of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 30 of 81 AFFIDAVIT OF NO PROHIBITED INTEREST (Supplemental Information) (I) (WE), the undersigned declare and affirm that no person or officer in (my) (our) firm, business, corporation, or board has or will have during the term of this contract a prohibited Interest as that Is defined in City Charter, (I) (WE) further understand and acknowledge that the existence of a prohibited Interest at any time during the term of this contract will render the contract voidable, Name of Contractor: Title of Officer, Signature of Contractor: Date: ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF COLLIN BEFORE ME, the undersigned authority, on this day personally appeared, a corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of for the purposes and consideration therein exp,essed and in the capacity therein stated. GIVEN under my hand and seal of office this the day of 2013 Signature of Notary Public In and for the State of Texas STAMP Page 13 of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 31 of 81 SUPPLEMENTAL INFORMATION Please provide the following information for contract development, Is your firm? 1. Sole Proprietorship YES NO 2. Partnership YES NO 3. Corporation YES NO If company Is a sole proprietorship, list the owner's full legal name: If company is a partnership, list the partner's full legal name(s): If company Is a corporation, list the full legal name as listed on the corporate charter: Is this firm a minority, or woman -owned business enterprise? NO YES If yes, specify ( ) MBE ( ) WBE Has this firm been certified as a minority/woman-owned business enterprise by any governmental agency? NO YES If yes, specify governmental agency: Date of certification; Page 14 of 25 Master Agreement— City of Fort Worth and Compass, NA Page 32 of 81 For explanation please see Terms and Conditions Item #43 CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entity This questionnaire is being filed In accordance with chapter 176 of the Local Government Code by a person doing business with the governmental entity By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed, See Section 176,006, Local Government Code, A person commits an offense if the person violates Section 176,006, Local Government Code, An offense under this section is a Class C misdemeanor, 1 Name of person doing business with local governmental entity. 2 FORM CIQ OFFICE USE ONLY Dale Received Li Chock this box If you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authonty not later Than September 1 of the year for which an activity described in Section 178 006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes Incomplete or inaccurate,) 3 Name each employee or contractor of the local governmental entity who makes recommendations to a local government officer of the governmental entity with respect to expenditures of money AND describe the affiliation or business relationship, Page 15of26 Master Agreement— City of Fort Worth and Compass, N.A Page 33 of 81 4 Name each local government officer who appoints or employs localgovernment officers of the governmental entity for which this questionnaire is filed AND describe the affiliation or business relationship. Adop!ed i t/02/2005 Page 16 of 28 Master Agreement— City of Fort Worth and Compass, N.A Page 34 of 81 CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entity FORM CIQ Page 2 6 Name of Local government officer with whom filer has affiliation or business relationship. (Complete thls section only If the answer to Al B, or C Is YES This section, item 6 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or other relationship. Attach additional pages to this Form CIQ as necessary. Al is the local government officer named in this section receiving or likely to receive taxable Income from the filer of the questionnaire? ® Yes LI No B. Is the flier of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named In this section AND the taxable income is not from the local governmental entity? LI Yes ® No C. Is the filer of this questionnaire affiliated with a corporation or other business entitythat the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? LI Yes LI No D. Describe each affiliation or business relationship. Page 17 of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 35 of 81 Signature of person doing business with the governmental entity Date Adopted 11/02/2005 Page 18of26 Master Agreement— City of Fort Worth and Compass, N.A Page 36 of 81 BIDDER REMINDER LIST: REQUESTED DOCUMENTATION INCLUDED? ORIGINAL ON A CD OR FLASHDRIVE AND THREE (3) HARD COPIES INCLUDED? ALL BLANKS COMPLETED ON THIS BID FORM? COMPLETED COMPANY PROFILE/REFERENCES? COMPLETED SIGNATURE? Page iD of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 37 of 81 Overview of RFP Services The City of Frisco is looking for a single vendor to perform comprehensive services to help Impact our top medical conditions and to reduce our overall health care costs. An overview of the services is outlined below. As a first step, the vendor will analyze the City's claims data and determine our highest oost drivers and then recommend appropriate Interventions to impact those cost drivers. We then want the vendor to profile the primary care physicians within the community, Identify the top performers and designate them as elite physicians lot our employees and their families to utilize for their primary care medical needs These elite physicians will be accountable for the management of the City's employee population and out most costly medical conditions. The vendor would be responsible for building the appropriate processes with these physicians and monitor their overall performance so the City can attain their health risk and cost management objectives. From the panel of elite physicians, the vendor will then engage those interested physicians' offices to support the City as full service accountable Primary Care Clinlc(s), We want the vendor to manage the "Clinicsutilizing pre determined clinical and service metrics. Poi the most common musculoskeletal cancer and cardiac services, we want the vendor to identify high volume procedural specialists and to identify those facilities that are willing to offer bundled pricing for those services. We also want the vendor to provide concierge resources for both the City's members and the elite physicians with health advocacy services and actual cost transparency support, including directing care to the high value providers as determined using measurable outcome and current pricing. in addition we want the vendor's concierge resources to identify clinical care gaps and, as individuals call in with questions, the concierge resources prompt the individuals to close the care gaps. An integrated model is being requested by trte City of Frisco due to the limited resources available for this initiative and due to the need for a controlled management process of the available data files, Required Capabilities 1) Run our claims data to determine the highest cost drivers and any outliers. 2) Conduct a Request for Quality information (RFQ[) to primary care physicians for prirnary health management services and to the procedural specialists for muscuioskeletai, oncology and cardiac surgical performance so that the City can assess the targeted providers' process of care and outcomes, Page 20 of 26 Master Agreement— City of Fort Worth and Compass, NIA Page 38 of 81 3) Utilize commercial claims data to profile the primary care physicians, orthopedic specialists, oncology specialist and cardiac specialists based on quality safety and costs, 4) Combine the selffreported RFQI responses around process and outcomes with the profile reports to identify high value providers for direct relationships 5) guild a process with high value Primary Care Physicians to operate as elite physicians for the City s employees and covered family members to access throughout the city. 6) From the panel of elite physicians, engage those Interested physicians to perform as "Clinics" using the physicians offices for the City employees' visits. 7) Establish Clinical and Service Standards for assessing the primary care physicians performance in these criteria and then work with the providers to improve results over time 8) identify high volume, high value procedural specialists for musoulosketetal, cancer and cardiac conditions that are interested in fixed, bundled pricing. 9) Provide a concierge resource to the elite Physicians and Clinic resources with commercial specific cost data and provider specific quality metrics for objective referrals to specialists, hospitals and other providers 10) Connect the Clinic of elite physicians with a clinical care pathway for high value MSK, Cardiac, and Oncology providers. 11) Provide ongoing monitoring and support of Value Centers and engaged providers. 12) Provide concierge resources to employees and to their households to obtain cost/quality transparency information health advocacy and navigational support, The transparency Information should be based on existing commercial specific cost data and provider specific quality metrics for referrals to specialists, hospitals and other providers. The concierge resource will tefer plan enrollees to the elite providers and the Clinic schedule appointments with providers; handle the claims and administrative functions and identify gaps in care and advise Individuals on preventive and Treatment based care guidelines using the City's actual claims data. 13) Analyze available data to assess the high value providers and near site clinics' performance, and then work with the providers and Clinics to Improve overall results, as well as to Identify other savings opportunities, Page 21 of 25 Master Agreement— City of Fort Worth and Compass, N.A Page 39 of 81 14) Provide reports to the City in comparing past and current expenditures to support the resulting better treatment adherence, outcome results and cost savings, RFP Questions The City of Frisco Is looking for Integrated interventions to impact our overall healthcare costs and we are assessing organizations' capabilities to bring a coordinated solution that addresses our key cost drivers. 1) What tool would you use to analyze the City's claims and blometric data, if available, to Identify areas of focus and to measure the impact of your interventions? With your analytios tool, please provide an example of the type of Identifiers found with other clients and provide an example of the Intervention implemented to Impact the client's costs, 2) As a pubilc sector employer with the usual prevalent medical conditions, what specific interventions would you recommend to impact the City's health risk factors and cost drivers? Please provide an overview of your programs, an explanation of the measurement process, and an overview of the expected results, 3) As part of the City's health improvement and cost management initiatives, the City offers a Price Transparency and Health Advocacy program for individuals, Do you have a program? if so, please provide an overview of the program, the average level of engagementlpartlolpatlon, and the average cost savings attained by your clients. Also clarify the data used to develop the Price Transparenoy component and whether you need the City's data to deliver on the price transparency functionality Also outline the % of utilization by the different services offered by your program How would you work with the City to promote the program with their enrolled population? Please provide communication samples used in the promotional campaign. 4) With your specific interventions, what role do the local physician and hospitals fulfill in Improving the City's health risk factors and lowering costs? a) if your health improvement efforts involve the provider community for specific medical conditions please outline how you profile the physicians' performance. What data is used to perform this profile analysis, and what criterion is used in developing the profiling results? b) For the specific medical conditions targeted, how do you assess the physicians' process of care and outcomes? Please provide a sample of the tool used to assess process and outcomes, c) What steps would you follow to engage targeted providers in working with the City? d) How do you support the targeted primary care physicians in their referral process to high quality, cost effective providers? Do you have a resource to support the oversight and management of the targeted providers' interactions? If so, please elaborate on this Page 22 of 26 Master Agreement- City of Fort Worth and Compass, N.A Page 40 of 81 resource's role. e) How would you facilitate the Interaction between the targeted providers and the City? 0 Please outline the expected cost savings opportunity with this intervention, and provide your analysis as to how you arrived at the expected savings 6) Cancer is a prevalent medical condition for the City, Do you have an intervention targeted for this condition? If so, please provide an overview of the intervention, which can impact the individual's health risk factors and the City s costs, Please expand on the type of savings that you would expect, and provide your analysis as to how you arrived at the expected savings 7) Musculoskeletal is the City's top medical cost category The City is interested in a program to reduce unnecessary high tech scans, injections and MSK surgeries. Do you have an Intervention targeted for this condition? If so, please provide an overview of the Intervention, which can Impact the Individual's health risk factors and the City's costs, Please expand on the type of savings that you would expect, and provide your analysis as to how you arrived at the expected savings. Evaluation Criteria In determining the best value for the municipality, the municipality may consider: 1. Proven ability to perform and provide the required and requested services. 2, Qualifications of the team, with respect to both firms and Individuals assigned to work on this program, Including documented performance In similar projects; 3. Total cost of proposed services and ongoing services over three years with options for three 1-year renewals; 4, Prior experience or knowledge of respondent concerning the particular field, The breadth and depth of the firm's experience in conducting similar market research and evaluation programs, List of Submittals I. Summary cover letter describing your firm and its services ; 2, Answers addressing each of the 14 items listed under Required Capabilities as well as the 7 Items under RFP Questions; 3. Resume pertaining to work or expertise in this field; 4, Provide annual fee to conduct an annual strategic data analysis; define quality using the open health market, Implement processes with selected providers; and on -going monitoring process; 5. Provide annual fee for services to close gaps in care provide assistance to employees regarding medical price transparency and patient advocacy; provide access to selected providers for employees and physicians, provide access to improved fixed cost pricing for high volume procedures in and outside of DFW; Page 23 of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 41 of 81 and evaluate data and develop targeted clinical and network Interventions for greater Impact' 6, Provide list of customer references, Page 24 of 25 Master Agreement— City of Fort Worth and Compass, NIA Page 42 of 81 PriotaliWS8 IN MOTION CITY OF FRISCO PURCHASING DIVISION SIGNATURE FORM # 1303-035 Health Care Consultant for Transparent Pricing and Quality Metrics The undersigned certifies that the bid prices contained in this bid have been carefully reviewed and are submitted as correct and final, Bidder further certifies and agrees to furnish any and/or all product/service upon which prices are extended at the price offered, and upon the conditions in the specifications of the invitation for Bid. 1 hereby certify that the foregoing bid has not been prepared in collusion with any other bidder or other person or persons engaged in the same line of business prior to the official opening of this bid. Further, I certify that the bidder Is not now, nor has been for the past six (6) months directly or Indirectly concerned in any pool or agreement or combination to control the price of product/service bid on, or to Influence any person or persons to bid or not to bid thereon," Name of Bidder: Address of Bidder: Telephone Number: Fax: Email address: By: (Pdntnama}_Gash Discount Terms: Title: Federal ID #ISSN #: Signature: Acknowledgement of Addenda: #1 #2 #3 #4 #5 Page 25 of 26 Master Agreement— City of Fort Worth and Compass, N.A Page 43 of 81 ,( 'ROPOS.P1 11 625359 v.l (Compass Progriva Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 44 of 81 i 1 i i i • QM PAS$ March 14, 2013 •CITY OF FRISCO TOM JOHNSTON, DIRECTOR OF ADMINISTRATIVE SERVIOES 6101 Frisco Square Slvd. FRISCC?, TX 76034 Re: Compass Complete Proposal Response to Proposal No, 1303-036 Dear Mr, Johnston: The Compass organization le pleased to provide our response to the above referenced proposal, We have provided three hard copies and the specific) samples as requested In the RFD, and we have also Included these materials In our eleotronto copy as well. The hard copies include the notarized signature With close to 11200 clients nationwide compass has eignifloant experience in working with employers and their covered employees to Impact the Clty's medical costs, David Toomey and Dr. Scott Conard bring over 26 years of experience each In working to Impact Individuals health and to lower costs, and their team will be responsible for ensuring that w6 deliver•on the commitments a9 outlined in the response, We have provided our response to the questions as noted, and we are available to expand on our responses or to address additional questions, The following Is a summary of our oapabilltlas: 1) The City of Frisco currently utilizes Compass Price Transparenoy and Consumer Advocaoy servloes today, and we are making an Impact with the Clty`s employees today by helping them become better consumers of healthcare 2) We build on the success of the Health Pro relationship providing a single entry point for the employees In navigating the healthcare model being proposed for the City. 3) We identify and engage high value primary ogre physicians who are Interested In working more olosely with the City, and we can engage specific high value physlolattb to utilize their existing offices as a near site clinic with preferential services to the City employees and dependents 4) We oan provide the employees the option for accessing specific) high value speolaliste and facilities who have provided more competitive fixed cost pricing for a number of surgical procedures 6) And we utilize our reporting capabilities to assess the providers' Impact to Improve the City employees' health and the overall costs of the medical program. We are excited about the opportunity to work with the City of Frisco to help you achieve our overall objectives, Pleaee let us know If any questions 8 neerely pat `W, Toomey 3tLO2 oak Lawn, Suite 215 Dallas, Texas 75219 Master Agreement— City of Fort Worth and Compass, N.A Page 45 of 81 City of Frisco, Texas Supplemental information Texas Government Code Section 2262,002 Non-resident bidders, A governmental entity may not award a governmental oontraot to a nonresident bidder unless the nonresident underbids the lowest bid submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident bidder to obtain a comparable contract In the state In which the nonresident $ principal place of business Is looated, In order to make this determination, please answer the following questions, 1. Address and phone number of your principal place of business; 3102 Oak Lawn, Suite 216 Dallas, Texas 75219 Phone: 14300-613.1667 2, Name and address of prinolpai place of business, and phone number of your company's majority owner: Life Account LLC Oba Compass Professional Health Services 3102 Oak Lawn, Suite 216 Dallas, Texas 76219 Phone; 114600-613.1667 3. Name and address of principal place of business, and phone number of your company's ultimate parent company, Non -Applicable MINORITYIWOMAN-OWNED RUSINJSS PARTICIPATION It Is the policy of the City of Frisco to Involve small businesses and qualified minority/women- owned businesses to the greatest extent possible In the proourement of goods, equipment, services and construction projects, To assist us In our record keeping, please Ilst below the names of the minority or women -owned firms you would be utilizing In this bid, and note the monetary Involvement; Tom Joimston, CPPO, Director of Adminitrtr alive Services tjohristonn htiaeotexns.gov 972 292 5540 Master Agreement— City of Fort Worth and Compass, NIA Page 46 of 81 • City of Frisco, Texas AFFIDAVIT OF NO PROH-II1PTa) INTI REST (Supplemental Information) (1) (WE), the undersigned declare anti effitm that no person or officer In (rny) (our) firm, business, corporation, or board has of will have during the term of this contract a prohibited Interest as that Is defined in City Charier (I) (WE) further understand and acknowledge that the existence of a prohibited Interest at any time during the term of this contract will render the contract voidable, Name of Contractor: &vv -- Title of Officer: f Signature of Contractor: Date, 13 It ACKNOWLEDGMENT STATIC OF TEXAS * COUNTY OF COL LIN * BEFORE ME, the undersigned authority, on this day personally appeared a corporation known to me to be the person whose name Is subscribed to the foregoing instrument, end acknowledged to me that he executed the same as the act and deed of for the purposes and consideration therein expressed and In the oapaoity therein stated, GIVEN under my hand and seal of office this the r,Se- day of Sign tiee of NI Ibito in and for the State of Texas STAMP eAMUfL aAfO1A Notnry Publlo STATf3 OP ifIXAO My Goma CKp 1g•13• 4 Master Agreement— City of Fort Worth and Compass, N.A Page 47 of 81 City of Frisco, Texas SUPPLEMENTAL. INFORMATION Please provide the following Information for contract development, Is your firm? 1, Sole Proprietorship YES NO 2, Partnership YES NO 3, Corporation X YES NO If company is a sole proprietorship, Ilst the owner's full legal name: Non -Applicable If company Is a partnership, list the partner's full legal name(s): Non-Appiloabie If company is a corporation, list the full legal name as listed on the corporate charter: Life Account LLC Dba Compass Professional Health Services Is this firm a minority, or woman -owned business enterprise? NO YES If yes, specify ( ) MBE ( ) WBE Has this firm been certified as a minority/woman-owned business enterprise by any governmental agency? (X f NO YI S If yes, specify governmental agency, NonnApplioable Date: of oertlfioatlon: Non -Applicable Master Agreement— City of Fort Worth and Compass, N.A Page 48 of 81 City of Frisco, Texas Overview of RFP Services The City of Frisco Is looking for a single vendor to perform comprehensive services to help impact our top medloal conditions and to reduce our overall health care costs An overview of the services is outlined below As a first step, the vendor will analyze the City's claims data and determine our highest cost drivers and then recommend appropriate interventions to impact those cost drivers We them want the vendor to profile the primary care physicians within the community, identify the top performers and designate them as elite physicians for our employees and their families to utilize for their primary care medical needs, These elite physlotnns will he accountable for the management of the City s employee population and our most costly medloal conditions, The vendor would be responsible for building the appropriate processes with these physicians and monitor their overall performance so the City can attain their health risk and cost management objectives. From the panel of elite physicians, the vendor will then engage those Interested physicians' offices to support the City as full service accountable Primary Care Clinic(s), We want the vendor to manage the"Clinics" utilizing pre -determined clinical and service metrics. For the most common musouloskeletal, cancer and cardiac services we want the vendor to identify high volume procedural speolalists and to identify those faollifles that are willing to offer bundled pricing for those servioes We also want the vendor to provide concierge resources for both the City's members and the elite physicians with health advooaoy services and actual cost transparency support, Inoiudfng directing care to the high value providers as determined using measurable outcome and current pricing, in addition, we want the vendor s conofarge resources to identify clinical care gaps and, as Individuals pall In with questions, the concierge resources prompt the Individuals to close the care gaps, An integrated model is being requested by the City of Frisco due to the limited resources available for this Initiative and due to the need for a controlled management process of the wfatlable data flies Required Capabilities RESPONSE; Compass can meat the requirements as noted In the 14 bullets below 1) Run our claims data to determine the highest cost drivers and any outliers, 2) Conduct a Request for Quality Information (RFQI) to primary care physlolans for primary health management services and to the procedural specialists for musculoskeletal, oncology and cardiac surgical performance so that the City can assess the targeted providers' process of care and outcomes, 3) Utilize commercial claims data to profile the primary care physicians orthopedic specialists, oncology speolalists and cardiac specialists, based on quality, safety and costs. Master Agreement— City of Fort Worth and Compass, N.A Page 49 of 81 City of Frisco, Texas 4) Combine the seIfvreported RFQI responses around process and outcomes with the profile reports to identify high value providers for direct relationships, 5) Build a process with high value Primary Care Physicians to operate as elite physioians for the City's employees and covered family members to access throughout the city. 6) From the panel of elite physicians, engage those interested physicians to perform as "Clinics" using the phystolans` offices for the Oily employees' visits, 7) Establish Clinical and Service Standards for assessing the primary care physicians' performance in these criteria and then work with the providers to improve results over time, 0) Identify high volume, high value procedural specialists for musouloskeletal, Dancer and cardiac conditions that are interested in fixed, bundled pricing. 9) Provide a concierge resource to the elite Physicians and Clinic resources with commercial speciflo cost data and provider specific quality metrics for ob)eotive referrals to speolalfsts, hospitals and other providers, 10) Conneot the Clinic of elite physicians with a clinloai care pathway for high value MSK, Cardiac and Oncology providers, 11) Provide ongoing monitoring and support of Value Centers and engaged providers. 12) Provide concierge resources to employees and to their households to obtain costtquafity transparency Information, health advocacy and navigational support The transparency information should be based on existing commercial speoiflo cost data and provider specific quality metrics for referrals to specialists, hospitals and other providers, The concierge resource will refer plan enrollees to the elite providers and the Clinto; sohedule appointments with providers' handle the claims and administrative functions; and identity naps In acre and advise Individuals on preventive and treatment based care guidelines using the City's actual claims data. •.13) Analyze available data to assess the high value providers and near site clinics' performance, and then work with the providers and Clinics to Improve overall results, as well as to identify other savings opportunities, Master Agreement— City of Fort Worth and Compass, N.A Page 50 of 81 i i 1 1 City of Frisco, Faxes 14) Provide reports to the City in comparing past and current expenditures to support the resulting better treatment adherence, outcome results and post savings, Master Agreement— City of Fort Worth and Compass, N.A Page 51 of 81 City of Frisco, Texas RFP questions: The City of Frisco is looking for Integrated interventions to impact our overall healthcare costs and we are assessing organizations' capabilities to bring a coordinated solution that addresses out key cost drivers, 1) What tool would you use to analyze the City's claims and blornetric data, If available, to Identify areas of focus and to measure the impact of your Interventions? With your analytlos tool, please provide an example of the type of identifiers found with other clients and provide an example of the Intervention Implemented to Impact the client s costs. RESPONSE: The Cornpass automated reporting tool will aggregate the City's medical t,laims and biometrics data, Identify the top medical conditions Impacting the City's costs, and identify the top providers being utilized for those top conditions, Based on the Compass analysis of this data, we work In conjunction with your healthoare advisor/consultant to implement the appropriate clinical and network Intervention to Impact the employees' hearth and the City's overall costs, Typically, tnusculoskeletel (MSK) conditions are amongst the top five cost drivers, For one Compass CCE oiient, MSK represented 30% of their total spend, Compass CCE Introduced a MSK provider owlet a value•qbased plan design, and by dirooting over 600 individuals to this high performing provider, we avoided 26 scheduled surgeries and achieved a total net savings of $1 1 M in the first seven months of their plan, The Compass Health Pro helped employees find the MSK provider, so those employees experiencing this condition were able to find the high value provider to address their risk. 2) As a public seater employer with the usual prevalent medical conditions, what specific Interventions would you recommend to impact the City's health risk factors and cost drivers? Please provide an overview of your programs an explanation of the measurement process, and an overview of the expeoted results, RESPONSE: Based on our analysis of various public sector employers, we have seen that employers in the sector experienced a challenge with low primary care utilization with specialist costs three to four times higher, We would also anticipate musouioskeietal costs at 2040% of the City s total spend, Although other major conditions will vary based on demographic and lifestyle oholoes of the population, we would expect to see higher prevalence of cardiac, dancer anti potentially maternity, and we would expert to see higher prevalence of diabetes and hypertension We have found that many employers like the City are Implementing robust wellness programs and other interventions with some employers spending $400,0004600,000 to build °resite ollnlos These Interventions can have an lmpaot on the employers' oast Increases eaoh year At Compass, recommended Interventions for the City would be based on the data analysis and customized to meet the City's Health improvement objectives based on the following three pronged approach to medical cost reduction a) Helping Employees Navigate the System: We deploy the Compass Health Pro to support employees and their family members by providing the aotuai cost of medical services, As employers have been forced to cost shift to employees through plan design employees now have to milk° oast decisions in a complicated and confusing environment with inadequate resources to help them, Compass provides a resource to help employees understand the Master Agreement— City of Fort Worth and Compass, NA Page 52 of 81 i City of Frisco, Texas cost variability amongst physiolans, hospitals and other providers within their insurance carrier network, Our data shows there can be a 300% variation in price arnongst network providers, Recognizing that understanding cost through Price Transparency is only half the battle the Compass Health Pro stays with employees throughout the entire process of care, They help schedule physician appointments, submit medical claims, audit medical bilis and transfer medical records, The Health Pro also supports the individual's needs with dental, pharmacy and vision services, The employees recognize the value of the Health Pro, and they become a trusted resource, We provide quarterly reports showing the participation levels of the employees, and we also show the estimated claims and productivity savings achieved, The estimated savings Is calculated by comparing the cost of a scheduled procedure to the cost of the actual provider, (le MRI scheduled at a hospital with a cost of $2,100, and by contacting the Health Pro, the MRI is performed at a free standing facility for $600, resulting In a net savings of $1,600) We typically achieve a 20.30% engagement level amongst employees, and the return on investment savings oan be 10:1, b) Prompting Employees to Prevent illness and Majoa• Claims; The data also shows that employees and their family members have an opportunity to improve the compliance rate with ollnical standards of care, This means that individuals aro not getting their age/gender appropriate preventive screenings and disease appropriate screenings as recommended by NOQA HEDIS, and other industry nooepted standards for clinical care. These proactive screenings are usually provided by primary oars physiolans but since most employers have low primary care usage, employees get diagnosed with stage 3 or 4 medical conditions, which is quite expensive for the employer Through the relationship of the Health Pro, we will prompt Individuals outreaching to the Health Pro to ensure they are receiving the appropriate levels of care, and the Health Pro also sohedule the appointment for the individual Through a more proactive healthcare approach, at risk individuals oan receive the appropriate interventions at a much earlier stage, which can deliver significant savings to the employer, We provide quarterly reports showing the Clinical Care Gap Closure results, We will create a baseline of compliance rates before the Health Pro's Intervention, and we will then show the Increases In Improving those rates. Those employers that motivate their employees to comply with evidence based standards of oars achieve higher participation levels From a savings perspeotive, we will compare the posts to assess the overall impact of Increased compliance, as well as the prevalence of catastrophic claimants at cost levels of stage 3/4, o) Working with Employees to Improve outcomes; Compass has aggregated (urge amounts of cornmeralai claims data to support our Price Transparency program, We have analyzed the data to assess the overall performance of primary care physiolans, orthopedio specialists and heart specialists, For primary care, we have Identified twenty-one metrlos to assess the overall physiolans' performance so we oan assess their effectiveness around quality, safety and oasts, We assess their ability to deliver higher compliance rates with clinical standards of care and to avoid unnecessary specialist referrals, hospitalizations and emergency room visits We then assess the primary care physiolans around patient costs for hospital, specialists, emergency room, and total costs, Master Agreement— City of Fort Worth and Compass, N.A Page 53 of 81 r City of Crisco, Texas Once wo assess their financial performance, we develop a weighted Financial Score based an our proprietary methodology. As one would expeot there Is a bail shaped ourve on physlolan performance, and Compass goal Is to have the top performing physicians work directly with employers. As such, we Invite the primary care physicians interested In working with employers to provide Information regarding their process of care and outcomes through our exoltrsive partnership with OpenHoalthMarkets,net The profile score based on their process and outcomes as reported through the OpenHealthMarkets net Is then combined with their finanolai profile score to determine top formers in both cost and quality measures, The top performers are then designated as Centers Value From the Center of Value primary care physlolan listing, we then Identify physicians who are interested in providing higher levels of service for designated employers becoming a Near Site Chia for those employer's covered members, For the City, there are high value physicians who will provide oustom services In return for the opportunity to increase the number of patients with the City employees. These physicians are able to provide extended and weekend hours to accommodate the Gity's needs/ as well as offer same day appointments, Compass builds the "clinic" functionality with the Center of Value physician(s) and the City Is able to provide the Clinic services without Incurring excessive up -front costs and resource commitments, We then support these Center of Value primary care physicians with a Provider Pro, who helps the physicians with information on their referrals to high quality/ cost effective providers. This unique servloe delivers another touoh point to help the patient be a better consumer of healthoare, To address the more complex and most common complex care situations, Compass has replicated the profile process for orthopedic and heart speoialists, Compass has identified Center of Value surgeons and facilities for musouloskeletal and cardiac procedures that are willing to offer market competitive bundled rates as an option for the employees For example, within the current oarrler networks today, the average cost of a spinal fusion In the North Texas market Is $60 263, Compass has Identified Center of Value facilities that will offer a fixed cost for ail expenses assoolated with that surgery ranging in costs from $23,600 to $66 437, With a fixed cost arrangement these facilities must deliver a surgical experience without complioations since they oan not coilect additional monies associated with care complications, These facilities will deliver signlflcnnt savings to Individuals paying a percentage of the bill and to the City for every procedure performed at the high value facility. Compass will provide quarterly baseline reports from the oerrlsr's claims data, and we will measure the lmpaot to primary care, orthopedic and cardiac costs based on utilization of the Center of Value providers. if we can engage 20% of the population with these conditions/ we estimate the savings at close to $9,000,000, The key to these savings opportunity is the Health Pro, As the trusted resource to employees, the Health Pro oonnoots all the parts The Health Pro will be the single paint of Master Agreement— City of Fort Worth and Compass, N.A Page 54 of 81 4 City of Frisco, Texas contact for support to; I, help Individuals understand the cost variability amongst the network providers; lI, help Individuals attain higher compliance rates for screenings; Ill, connect employees with the Center of Value primary care physicians; and Iv. provide the employees the option to have then surgeries scheduled at specific facilities with fixed rates. 3) As part of the City's health improvement and cost management initiatives, the City offers a Price Transparency and Consumer Advocacy program for Individuals Do you have a program? if so, please provide an overview of the program, the average level of engagement/participation and the average cost savings attained by your clients. Also clarify the data used to develop the Price Transparency component and whether you need the City's data to deliver on the price transparency functionality Also outline the % of utilization by the different services offered by your program How would you work with the City to promote the program with their enrolled population? Please provide communication samples used in the promotional campaign, RESPONSE; The City has recently implemented the Compass Price Transparency and Consumer Advooaoy Program for your employees, The Compass Health pro supports City employees and their family members by providing the actual cost of medloal services We deploy the Compass Health Pro to support employees and their femily members by providing the aotual cost of medical services. As employers have been forced to cost shift to employees through plan design, employees now have to make cost deolslons In a complicated and confusing environment with inadequate resources to help them, Compass provides a resource to help employees understand the cost variability amongst physicians, hospitals and other providers within their Insurance carrier network Our data shows there can be a 300% variation in price amongst network providers. !Recognizing that understanding cost through Price Transparency Is only half the battle, the Compass Health Pro stays with employees throughout the entire process of care, They help sohedule physlulan appointments submit medical claims, audit medical bilis and transfer medloar records The Health Pro also supports the individuals needs with dental pharmacy and vision services, The employees recognize the value of the Health Pro, and they beoome a trusted resource. Compass aggregates massive amounts of commercial claims data, and we have developed a sophisticated software program to provide the actual costs of services for medical services, We onn provide the pricing Information without the City's claims data. We typically achieve a 20030% engagement level amongst employees, and the return on investment savings can be 101, Since the broad rol(sout on January 1 2013 the City already has 6% engagement with their Initial launch and a claims savings of $121,6191 The key to engagement Is active communications with the employees on the various services that can be provided by Compass, And as employees use the servloe, the word of mouth from the employees is also a very effective tool to create greater awareness and overall usage. Please Wei to the attached samples which can we customized with the City's Togo, Some clients Inoont their employees with $10 gift cards for the first time they contact Compass, Some ollents are now requiring an outreach to Compass for specific services to avoid being enrolled In a more expensive plan or to avoid higher plan contributions, We can work with the City to Master Agreement— City of Fort Worth and Compass, NIA Page 55 of 81 City of Frisco, Texas design the appropriate ratnrrtunloations and engagement plan for high participation levels, 4) With your spealflo interventions, what role do the local physician and hospitals fulfill In Improving the City's health risk factors and lowering costs? RESPONSE; As noted above, the local physicians can play a crltical role in improving the overall health of the City's at -risk population, Compass has identified Center of Value physicians who are prepared to work with the City on their employees health risk and oast management objectives Compass has also Identified multiple physlolans Woes in the community who are willing to serve the City's employees as a Near Site Cllnlc offering extended and weekend hours as well as same day appointments. These Center of Value can have a material impact on the employees' overall health risk factors by achieving better oornpllance rates for primary and secondary preventive screenings, in addition, Compass has identified Center of Value facilities who have agreed to very competitive, bundled rates for surgical procedures, which can help the City's financial goals. The Compass Health Pro provides the employees with the option of using these high value physicians and hospitals, a) If your health Improvement efforts involve the provider community for specific medloal conditions, please outline how you profile the physicians' performance. What data Is used to perform this profile analysis, and what criterion is used In developing the profiling results? RESPONSE: As noted previously, Compass has aggregated Large amounts of oommerolal claims data to support our Price Transparenoy program We have analyzed the data to assess the overall performance of primary care physicians, orthopedic specialists and heart specialists. For primary oars, we have identified twenty-one metrics to assess the overall physicians effectiveness around quality, safety and cost, We also measure their ability to deliver higher compliance rates with clinical standards of care and to avoid unnecessary speolaitst referrals, hospitalizations and emetgenoy room visits, A seoond analysis is than oonduoted to measure the primary care physiolans' impact with patient costs for hospital procedures, specialist care emergency room expenses, and total costs, Those physicians that are proactive in their process of care with the patients have much better overall oomplianoe rates and to Nor overall costs, This Is the same profile analysis employed In assessing orthopedic and heart specialists, We evaluate the commeroiai claims data to assess the speolallsts' overall effoofivoness in treating the overall patients' needs and costs. b) For the speolflo medical conditions targeted, how do you assess the physicians' process of ogre and outcomes? Please provide a sample of the tool used to assess process and outcomes, RESPONSE; Once we assess the physicians and specialists financial performance, we then ask the physlolans Interested In working with employers to provide information Master Agreement— City of Fort Worth and Compass, NA Page 56 of 81 City of Frisco, Texas regarding their process of care and outcomes through the exclusive webalte, OpenHealthMarkets,not, We then develop a profile soore based on their process and outcomes and we combine that score with their financial profile score The top performers are then designated as Centers Value As one would expect there Is a bell shaped curve on physician performance, and Compass' goal is to have the top performing physicians and specialists work directly with employers. Please refer to the attaohed sample of the tool used to assess process and outcomes, • o) What steps would you follow to engage targeted providers in working with the City? RESPONSE; Through Compass Center of Value physicians, we have already established relationships with targeted providers interested in working with the City, We have performed profile analyses around the physicians finanolal performance and their process of ogre and outcomes, We have also identified Center of Value primary oare physicians interested (n working with the City as near site clinics and Center of Value facilities providing more competitive, fixed cost pricing for orthopedic and surgical procedures, as an option for employees. Compass Health Pro is currently available and ready to connect the employees with these targeted providers. d) How do you support the targeted primary care physicians in their referral process to high quality, cost effective providers? Do you have a resource to support the oversight and management of the targeted providers' interactions? If so, please elaborate on this resource's role, RESPONSE; At Compass, our goal is to help the employer Impaot their employees' health and the resulting costs for theli organization. We achieve this objeotive by helping employees understand the cost variability of the network providers and by helping employees navigate a complex health oare system. We then recognize the impact of high value physicians and hospitals working more closely with an employer on their health risk improvement and oast management objectives, Eased on the success of the Health Pro relationship with employees, we have expanded that funotionallty with the Provider Pro resource, The Provider Pro supports the Center of Value primary care physicians by providing them with an opportunity report of their referral providers, so the physloians can route patients to high quality, cost effective providers In addition, Compass Is developing a quarterly PCP Scorecard to assess the Center of Value physicians' effectiveness In meeting the standards for employers, The Compass Provider Pro works with the Center of Value physicians to outline the steps needed to better meet the employers' needs, This unique service delivers another touch point to help the patient be a better consumer of healthcare, e) How would you facilitate the (nteraotIon between the targeted providers and the City? RESPONSE: For the Center of Value physloians and hospitals seeing a higher volume of City employees, Compass oan engage these providers In a meeting with the City to review data and to identify opportunities for greater hnpaot on the health risk Improvement and cost management obJectives, if the City wants to work more olosely Master Agreement— City of Fort Worth and Compass, N.A Page 57 of 81 City ©f Frisco, Texas with the Center of Value physician(s) as a near site alinio, Compass will help facilitate the oversight and management of the Clinio, By working more oloseiy with high value providers the City will have addltlonal resources to Impact the at -risk population and to avoid unnecessary specialist referrals, hospitalizations and emergency room utilization, f) Please outline the expected cost savings opportunity with this Intervention, and provide your analysis as to how you arrived at the expeoted savings. RESPONSE: As noted In the attached grid, we estimate the following savings opportunity based on the shifting 20% of the at risk, MSIC patients to a Netter performing provider For oardiao, that savings estimate Is based an getting those at risk's condition under better control through more targeted secondary prevention screenings. And the POP savings estimate Is based on getting 20% of the employees Into better performing physicians who are proactive in delivering better primary and seoondary preventlons beyond Just cardiac ogre, if we can Inorease participation beyond 20%, the savings would Increase, The prevention screenings and visits to better performing providers does incur claim costs, and those expenses are noted in the savings exhibit as well Category MSIC Cardiac PCP Total Savings $507,000 $20,000 386,000 - Category Alrrosti Claims Cost Compliance screening • $913,000 Claims Cost $207,000 $3,402 Total $210/102 Net Savings I $702,598 1 • Participation Assumption Based on 200/0 Impact_ _ Rased on 204 Xmrract Based on 200/0 Impact Participation Assumption Rased an 20% Impact Rased on Frisco's average annual costs for screenings; claim cost Increase for approx 20% improvement In actual compliance 1 g) Cancer Is a prevalent medical condition for the City, Do you have an Intervention targeted for this condition? If so, please provide an overview of the Intervention, Atoll can Impact the Individuals health risk faotors and the City s costs Please expand on the type of savings that you would expect, and provide your analysis as to how you arrived at the expeoted savings RESPONSE; Compass recognizes the wide variation in cancer treatment being provided to patients today, Due to the inherent complexities associated with Master Agreement— City of Fort Worth and Compass, NA Page 58 of 81 City of Frisco, Texas assessing the cllnloal effectiveness of oncologists based on commercial olalms data, Compass has developed relationship with the Harold C. Simmons Cancer Center at the University of Texas Southwestern (UTSW) Medical Center In Wallas, which Is the only Dancer treatment center In North Texas with the National Cancer Institute -designation (NCI). NCI•deslgnated veneer centers are institutions dsdloated to research In the development of more effective approaches to prevention diagnosis, and treatment of oanoer From our deeper assessment of UTSW s onpabllllles, we have found flint the treatment for cancer patients is entered Into the UTSW eleotronto health record (EHR), and the oncologists must follow the standards of oars established for the treatment of a cancer patient. These standards enable the patients to receive a more consistent treatment regimen based on the latest results for Improved success. Compass Health Pro will help employees diagnosed with canter by providing the option of using the UTSW oncology system, 7) Musouloskeletel is the City's top mediae( cost category, The City 18 interested in a program to reduce unnecessary high tech scans injections and MSK surgeries, Do you have an Intervention targeted for this condition? if so, pleas° provide an overview of the Intervention, which oan impact the Individual's health risk factors and the City s costs. Please expand on the type of savings that you would expeot, and provide your analysis as to how you arrived at the expected savings, RESPONSE;' Compass Identities high value piovlders who have a greater likelihood to Impact at risk individuals, Since musouloskeletal Is one of the most prevalent medical conditions for employers, Compass has focused on Identifying highly effective providers using evidence - based treatment standards for patients with joint related Issues, Compass works closely with a healthcare group that employs and trains skilled providers who specialize In delivering high quality, outcome -based musculoskeletat care. Their strict adherence to quality care standards across their provider panel significantly reduces costs and recovery times for patients and prevents unnecessary MRIs, pharmaceuticals, and surgeries, Compass has evaluated the results of 200,000 patients In Texas to assess the overall effectiveness of the providers' performance, and Compass has found that this provider has resolved 0% of patients' needs with 2.9 visits at an average cost of $667, compared to the average cost of $4 048 for patient care through traditional sources Involving speolallsts, PT/Chlro, Injeottons, Imaging, and unnecessary surgery, Compass advooafes for value -based plan design to help channel employees Into this provider. The Compass Hofllt t Pro has triggers within the system based on joint relater, treatments, including pain medications, and when an employee Is outreaching to the Health Pro on an issue the Health Pro will he prompted to eduoate the individual on the value of this provider and to assess the employees' Interest in scheduling an appointment. Please refer to the savings exhibit above Evaluation Criteria In determining the best value for the municipality, the munlolpallfy may consider; 1 Proven ability to perform and provide the required and requested services; 2 Qualifications of the team, with respect to both firms and Individuals assigned to work on this Master Agreement— City of Fort Worth and Compass, N.A Page 59 of 81 City of Frisco, Texas program, Including clooumented performance in similar projeots; 3 Total cost of proposed services and ongoing services over three years with options for three 1- year renewals; 4 Prior experience or knowledge of respondent concerning the particular field, The breadth and depth of the firm's experience In conduoting similar market research and evaluation programs, List of Submittals 1, Summary coven letter describing your firm and its services; COMPLETED 2, Answers addressing each of the 14 items listed under Required Capabilities as well as the 7 Items under RFP Questions, COMPLETED 3, Resume pertaining to work or expertise In this field; COMPLETED IN COVER LETTER 4, Provide annual fee to conduct an annual strategic data analysis; define quality using the open health market, implement processes with selected providers; and ongoing monitoring process; 6, Provide annual fee for services to Close gaps In care' provide assistance to employees regarding medloal pride transparency and patient advoc.aoy' provide access to seleotod providers for employees and physicians; provide access to Improved fixed oast pricing for high volume procedures in and outside of DFW; and evaluate data and develop targeted ollnioal and network interventions for greater impact, RESPONSE, The pricing for our Core price transparency/oonsumer advooacy services are noted below In the second line item, and the pricing for bullets //4 and #/5 are outlined below, Compass Complete 2013 2014 2015 Compass Care Engineering PEPM $5,26 791 EEs $60,000 $60,000 $60,000 Compass PEPM $6 791 EEs $47,600 $47,600 $47,600 Total Fixed $07,500 $97,600 $97,600 6, Provide list of customer references, l \ The following are throe clients that are currently using some or all of or services, City of Frisco Energy Future Holdings Oncor Master Agreement— City of Fort Worth and Compass, N.A Page 60 of 81 City of Frisco, Texas • CITY OF FRISCO PURCHASING DIVISION SIGNATURE FORM # 1303-Q36 Health Care Consultant for Transparent Pricing and Quality Metrics The undersigned certifies that the bid prices contained in this bid have been oast -tiny reviewed and are submitted as correct and final. Dldder further codifies and agrees to furnish any and/or all product/service upon which prices are extended at the price offered, and upon the conditions in the spsoif(eattons of the invitation for aid, I hereby certify that the foregoing bid has not been prepared In collusion with any other bidder or other parson or persons engaged In the same line of business tartar to the official opening of this bid. Further I certify that the bidder Is not now, nor has been for the past six (6) months, directly or Indirectly concerned In any pool or agreement or combination to control the price of product/service bid on, or to influence any person or persons to bid or not to bid thereon." Name of Bidder, `.Life Account 1-LC dba Compass Professional Health Services Address of Adder, _3102 Oak Lawn, Suite 216, Dallas, TX 76219 Telephone Number; 800•513-1667 Fax; 469-730.6586. _ Et -mall address: david,toomey@oornpasscoe,00m By; David W. Toomey cent nema) Cash Discount Terms; _NA Title; ,President, Compass CO, .I;ederal ID #//S$N /{, Signature: David W. Toomey LE - Acknowledgement of Addenda *# I #E2 ##3 116 Master Agreement— City of Fort Worth and Compass, NIA Page 61 of 81 • t Master Agreement— City of Fort Worth and Compass, N.A t%.Y t'.'1 i•totrpki 'r� .. `eri 41t:' FTS 5 .. coracci -,smay 441-7-PS4sicii I.••.1 II La S y.n t.1•• emu • i`----_-,=i� :-T1 4 I;4.- F .-rrtcS �-i }S'. _ E_ v; �6 £ fi{.ct L §__ .n;,u. 4� j r cao fir• ivx %re �y W; i_'�. , .', n _ t �< • • t^'- + ate ! Page 62 of 81 • , i 4 ”Frilitfictik4A .ste. <a �e--; �c .-F ,9 T`li irdittae a ralii • _- 't 4' • • • iw t J • cASte F ss .&.'. .K;ily' '.�::% • l z.-Slit}(ti l', 11.1% - :`:(•• .A•sti . No matter how complex or simple, we all have healthcare needs, From finding a doctor to solving a billing problem, getting straight answers can seem impossible at times, But you're 1n luck, you have a Co r 1 j3 a SS, your employer has hired us, Compass Professional Health Services, to serve as your person& healthcare advisor, Our mission Is to help you understand and reap the full benefits from your healthcare benefits, The service Is simple to use and available to you now, Here is Just a sampling of the services Compass provides: -- Unlimited access to a healthcare expert • Unbiased doctor recommendations Hospital cost and duality Information SFt-hight answers about your benefits Gill reconciliation insider information on saving money '.� complete advisor for your healthcare j Contact Your Personal ideal%h Pr onswars4t compt ssplis,com 800,5131667 • Master Agreement— City of Fort Worth and Compass, N.A Page 63 of 81 kiitfrog • Prepare Understand Insurance Benefits Create Health Summary EmirlirME .'' 1i.. I. Choose Compare Costs Select Doctors Explain care Options -t,1.yogen j -ter( N:n•; 1S �1 �ct ' :i Tea Schedule Appointments Assist with Cmmmunlcatlons '-) Obtain Medical Records :.1 Pay Review of Bills and Charges �...... .. .. ...r..� Master Agreement— City of Fort Worth and Compass, N.A Page 64 of 81 a- c� = n i<- -.0. —`� ...�_ a,�<I 4 : tairs_.> 'a- 4 ":rsyf`.-' ' ma y-�- $ qs 3 ra.2 r ��/`?h 3 .' `�%'�t j ,3%''1.: . y` rY� L��,ire 4,24sa% Jr ra � <+%"T'c.� .� Y' _`F_S' St .y .'. ? _'_A' _ Ts. 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'pis' i. _ g s[S[c Yf+-- Sc ^;.9j3 .fjC Ciy �v' ' • _ _ 'z .4c.=•gL`+N^�^v".SSSL.'- r'2hsz`rY l c.SX in_'��•�4 -�-'--! _. `�-.•J-d.�r35"'caii�a'TlJ�ZF'.•. �;{{' `~�-s'.a�PJ3:e 6. r.. t egall'W ipr Master Agreement— City of Fort Worth and Compass, N.A Page 65 of 81 Avoid billing pain after stlr'gory. Know your costs tip front, We are always trying to save our members money on healthcare, one of the most costly procedures that you pan face is surgery, Not only are the services expensive, but the bills that follow are very confusing, That's where I can help, If you think you need surgery, or even diagnostic tests, let me know. I'll help you compare the coats of various healthcare facilities and specialists In your area Combine that with our doctor recommendations and you'll get the best quality care at the lowest possible price. Here are some average costs and high end price ranges for common procedures: D1agnosfic Procedures hilPrnmegram Celonosoopy Endoscopy Surgical Procedures Arthrosooptc Knee Surgery Labor and Delivery Disc surgery $T69 $2147 $2117 $4,675 $8,720 $7,187 $243 $4,66/ $4,245 $1'1,825 $18,908 $28,545 Avoid places that will overcharge you, Let Compass Professional Health Services help you save as much as $20,000 today, I look forward to Improving your healthcare experience, Sub) tilt your roqueret onilnol Get Answers Now 5> Blair Paterson 800,013,1667 x707 Health Pro blatrp c©compassphs,com Disclaimer) Tills communication tsNovldc(1for hitinematlonal purposes only. Compass Professional Health Sorvlces does not guarantee or warren)! the quality oldie provider, treatments, outcomes, pricing of services, orpaYmen/forservices by your Insurance carrier; Any 1rjfortuatlon cantatned herein must be vert/lect by you and your provider before use In treatment decisions or other health care. Your insurance carrier Is solely responsible for decisions regarding approval and payment of claims Compass Professional Health Services Is in no way responsible, Am mots! or otherwise, for any claims, benefits, charges, refunds, or other balances that occur as a mull of health senolces you choose to receive, Master Agreement— City of Fort Worth and Compass, N.A Page 66 of 81 I i I Are you paying $50 or more for your pt•escripflons? Many brand name prescriptions have lower costing alternatives that oan save you money, Here are some common conditions that are often treated with expensive name brands, Many people don't know that they oan pay much less, Just by asking their doctor, Here are some examples; High Cholesterol Anxiety Heart Burn/indigestion High Blood Pressure Upitor, Crestor Effexor XR, Prlstiq Protonlx, Zegerld Benfoar, lD ovan Yes Yes Yee Yes Your Health Pros oan toll you the lower cost options, Just send me your presorlptions and i it let you know how much you could save, I oan also work with your doctor to make sure which alternatives are right for you, Fake 'a look at one Compass member's exporienc,e: "i was spending $200 ovoty month on drtigs until my Health Pro told mo flow to out that down to only $8, 1 love that I'm not wasting that motioyl " Stair Paterson 800 613,1667 x707 Health Pro bfalrp@oompassphs.com PASS Disclaimer; This connrnmlcation isProvider/for lrlormatlonalproses only, compass professional lHealth,SenMlces does not guarantee or warrant the quality of the provider, treatments outcomes, priehtg ofservlces, or payment fir services by your lnsttranec carrier, Any htformallon contained herein must be var pled by you and your provider before use In treatment decisions or other health care, Your insurance carrier is softly responsible for decisions regarding approval and payment of claims, Compass Professional Health,S'ervlces Is in no way responsible, financial or otherwise, for any °briars, benefits, charges, refunds, or other balances that occur as a result ofitealilr services you choose 0 receive, Master Agreement— City of Fort Worth and Compass, N.A Page 67 of 81 file Type Quality Compliance - Gaps in. Care Quality Compltatity f lag cst c Eva uat-t n Quality Scope of Care Safety Use of Emergency Rooms - Volme Safety Use .. f Hospitals - Volume Safety Use of Specialists - cl; ,tee Cost Compensation t., Primary Care Pr v ders Cost Cost of Care Specialist Cost Cost of Care - Hos;.,ital Cost T tal Cost of Care rt "I Patients Cost Ratio of Primary Care vs. Other Costs Cost Cost of Care - Emergency Care Percentile Master Agreement— City of Fort Worth and Compass, N.A Page 68 of 81 i ( at CERTIFICATE OF LIABILITY INSURANCE 7/11/2012 THIS CERTIFICATE 18 ISSUED A8 A MATTER ON INrORMATION ONLY ANI) OOHFUR3 No RIOHY8 UPON THE OERTIPIOATE HOLDER, YHI8 I OFRTII'IOATh DOES NOT AFFIRMATIVELY Olt NEOATIVELY AMEND, EXTEND OR ALTER THE OOVERACE AFFORDED BY THE POLICIES BELOW, THIS OERTWIOATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURUR(S), AUTHORIZED REPRESENTATIVE OR PRODUGUR, AND THE CERTIFICATE HOLDER, IMPORTANT: it tlto oortlftoato holder la flit ADDITIONAL INSURED, Mho poiloy(las) must De endorsed, If EUDROoATION IB WAIVED, atthjoot to the tornts and conditions of thy policy, oortt+tn pollolos may toqufro en einforeon)ont A stntomont on tl)Ia oortlflonto hoes not Golder rights to Mho eartlllonto holder Et Ileu of stroll ondorsolnent(s), PR01 0k11 ,'j(4aT Choral QpiaHorn Swingle, Collins And Associates Nt, {972} 307w3000 ) �/ , Ha), t9a2)sar�asos 13760 Noel Road/ Suite GGO ;, 9sreerY/C100otringleoolii.no.a0141 IHSUJWER(8)AFFO)Dl119 CoVERAQH 1 rtAtO N IUa11ReRAPeerless Xnctemnlbv Ina Co I18333 mama o !rational Xnauranoe Co 2020i. IIISURER O t Dallas TX 75240 INBURHo bife Aadounb LLC EGA Compass Professional 13601 Thet)t;on Rd, Suite 010$ DAUReRD' INSURERRI Callas '1`X 76240 teSURERFi COV fi4CGUS CERTIFICATE NUMBERti2/13 tlau ter REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OE INSURANCE LISTED BROW HAVE DERN ISSUED TO THE INSURED NAMED AUOYR FOR THE POLICY PERIOD INDICATED. NQTVITHSThNDING ANY REQUIREMENT, TERM OR CONDITION OF ANY GONT1tAOT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BF ISSUED Olt MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALI. THE TERMS, CXOLLISIONSAND CQNDITIONS Or SUCH POLICIES. LIMITS SHOWN MAY HAVE REEN REDUCED BY PAID CLAIMS. Avvl.'�vRR. Lift_ TYPROrOISIMANCH JAM YNO POUDY!WAIDER 0Ht1EHAL LtApll )TY .X COhW RGIA4 GENERAL LtAt3ll)tY A X I CLAIMs6)MDE Q OCCUR )030007BO A OF.N4 ACCRErQATi6 CIMIT APPLIES P1!ti: �X 1 POLICY I l� J LOo AUTOMOHILELUAn1CnY ANY A/Vro AVTMED HIREDAUros X 8f0U C 1LE0 ROAASYEO UhIBRELI A LIAU OCCUR BXcess Limo 01AItd8•)IAOE Egg I I nhTEtLrtONS _ 4YOHKRf$ COMPfitl$AT1ON AND EMPLOYERS, Mu t? ANYRRERXr? £CU1VF OrrlCaMlryTIOoE fe U�ritP�ic qOF%PERM-ionsbsa k3 Professional Liability fet:uo Dates 7/2/2000 tl/A 7/3/2012 $/1/2013 .30P3000708 7/3/2012 02223103 0/1/2013 S/1/2012 6/1/2013 1 U)AITB FAO! OGOupliplOti $ DAr�qaetppn'n1Q PRe1nsES(l;a4WWrf2nco) 4 $ $ $ 3 ZNCT,U BODILYLN/URY(Pot m on) $ 6ODILYINJURY(Per=OW) $ $ MED EXP (Any ono potaon) I PERSONAL &ADYIWRY BENEIKAQORECWTE PROPUOTS • CO)APIOP Aso UNJ3 ESerOLE t a a 4All met rEACH OCCURRENOE IACOREOATU Tu• E,1-, IAOH ACOIPE Wr $ [.L DISPASE•EAEMPLOYEIJ$ I li.1. DISPASR - POLICY LIMIT I S Umh Bolere.on DHS910$110HOFOPERATIONS lL00AT1 }IS/VEHtQ}}..48(tAttach 0 RO101)AdditionalRomarkoeltodule,HmorNbpeoe@tetlulgd) Q-cyber Liability poi. t 'BD 6(i/12-6/1f /3 Limit: 46,000,000 Hixad/Nonronnad Liability is Xnoluded in tho Gewalt liability limit of ineurunoe 1 CERTIFICATE NOLt7URl• CANCELLATION **Elor Informational Pt poaen Only** AOQft) 26 (2010106) INRfl2R ton:64mm Y,000,000 50,000 5,000 1t000,000 11000,000 2)000,000 $2,000,000 $10,000 SHOULD ANY OF THE AnOVE DE80RIBED POLIOIUS PI1 QAUQ U.UD B!'FORt3 THE EXPIRATION DATE THEREOF, NOTIOG WILL 13u DELIVERED IN A0a0RDAUUOU WITH THE POLICY PROVI810NB AUIItOIIZED REPRWSEIITATNR nank Swingle/QfB ©1080•2010ACORACORPORATION, All rights rosorvo(L Tho A ftfanr) ttamA Anti Intrn nra rAAlalurnd ntnrtro of An(1)?h Master Agreement— City of Fort Worth and Compass, N.A Page 69 of 81 E IBl<T C SPECIFIC INCLUDED SERVICES CONSUMER CONSULTING Compass shall make available the following services in accordance with the terms established in the Agreement; Care Gap Identification -- access to our proprietary healthcare claims or blometrle data analyties to consult with plan members on how best to close spewfic care gaps; care gaps are identified when a member fails to follow nationally accepted standards of care agreed upon by the Client Health Benefit Explanation — guidance or advisory services related to plan selection (if more than one option); explanation of covered and nonrcovered services; explanation of benefit costs and out-of-pocket liabilities; explanation of service access requirements; assistance using health plan support tools to select provider, select a service, review service usage activity or estimate costs Creation of Health Summary -- collection of core medical records and billing records to create a summary of employee's health and medical history; service is based on actual reoords and saves employee the time it takes to collect the records and doownent key faots about his or her health Explain Care Options service explanation that organizes the likely treatment scenarios in a manner that is easy to understand by the employee, identifies possible treatment options, improves service expectations, and improves planning and preparation Service Cost Analysis --providers and services are analyzed to help employees identify service availability based on experience and cost; plan reimbursement methodologies are then reviewed to help employees estimate actual. out-of-pocket costs Provider Selection -- physicians, hospitals, and other service providers are identified for the employee based on unique personal preferences such as location or experience; Compass will also consult an and interface with Centers of Value providers as identified for the targeted medical conditions, network confirmation services are included for free Scheduling -- health services are scheduled for employees based upon request; schedules are coordinated to meet employee's time, location, or provider preferences Communication Assistance in assistance with the coordination of communication between service providers prior to and following a minor health event Collection of Medical Records — collection of notes, discharge summaries, labs tests, and studies following a major health event so the information can be Studied by the employee and used to improve future health services 12 625359 v,1 (Compass program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 70 of 81 Bill fevlew g audit of health pt.ovider bills to ensure accurate adjudication accurate charging, and protection against overpayment; the efforts necessary to resolve any related billing issues are included foe free 13 625359 v,1 (Compass Program Sarvleas Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 71 of 81 EXHIBIT 0 SPECIFIC COMPASS CARE ENGINEERING (CCE) INCLUDED SERVICES CLINICAL AND NETWORK DEVELOPMENT Compass shall make available the following consulting services in accordance with the terms established in the Agreement: Annual Strategic Analysis; (a) Perform an analysis of the available data including dull medical and pharmacy claims files, member eligibility biometrie and clinical data, and wellness program results (1 e, Naturally Slim), Assess the cost drivers, gaps In clinical Dare, and the inherent risks within Client's population Provide consulting reports outlining the physicians' effectiveness in meeting the covered population s health care needs based on the current network relationship. (b) Once the baseline analysis is completed, identify opportunities for engaging high quality, organized primary care physicians to support Client's wellness efforts, to improve the overall health risk of the population, and to proactively manage chronic diseases, (o) From the baseline assessment of the facility related expenses, identify the top performing hospitals and specialists for the most prevalent "procedural conditions, and outline the savings opportunity for channeling patients to Centers of Value by condition. Assessing Quality the Open Health Mat ket RFQI (a) Utilize the proprietary Open Health Market (OHM) website to disseminate an annual Request for Quality Information (RFQI) directly to primary care physicians procedural specialists and hospitals and to capture the providers' responses to the quality standards for service, access, outcomes, and satisfaction, as defined in the OHM site, (b) Provide a quality ranking report of the top physicians and hospitals that best meet the needs of Client. Centers of Value (COV) Providers (a) Present analysis of the quality and financial results to Client, and determine the Center of Value providers, (b) Engage the selected primary care physicians that meet the defined quality standards to support the Client's cost management initiatives including wellness and health improvement For the procedural specialists and hospitals meeting the quality standards, seek a fixed cost financial structure or an improved financial structure, 14 625359 v.1 (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 72 of 81 (c) Identify and engage COV primary care physicians to operate as a Community Near Site Clinic for the Client, CCE Implementation with Selected Providers (a) Engage the COV primary care physicians in working with Client to attain defined health improvement, wellness, and financial goals. (b) Set performance standards for the COV primary care physicians and establish process flows with the primary care physicians in their interaction with Client, (e) Implement processes with the specialists and hospitals for targeted conditions and ensure appropriate measurement of the fixed cost or enhanced contractual arrangements are operationalized, and assess their performance and results annually, On -going Monitoring Process (a) Provide Client access to the COV quarterly dashboard to track results to goals foi overall population health management targets and risk factor improvement, (b) Deploy Provider Pro consultant to support to the COV primary care physicians in assessing results to established standards (c) Provide oversight of the Community Near Site Clinic(s) (d) Meet with COV physician group administrators on quarterly to semiannual basis to assess opportunities for process flow improvement and to review results to target, Employee and Dependent Engagement (a) Work with Client to develop an employee accountability strategy by defining employer culture and steps to drive employee engagement with specific providers and programs, such as incentives and value -based plan designs. 15 625359 v,l (Compass program Services Agreement) Master Agreement— City of Fort Worth and Compass, N.A Page 73 of 81 EX XBI'P E SERVICE FEES pee Schedule Based on the Client's current employee count, Client will pay Compass Professional Health Services $5 25 per employee per month for three (3) years for Compass CCE services as outlined Exhibit D Client will pay Compass Professional Health Services $4,50 per employee per month fox Compass services as outlined in Exhibit C, The number of employees is defined as any active employee on the City health plan as of the lust calendar day of the prior month, Any post-65 retired employees on the City benefit plan as of the same time will not be considered in the employee count, Former or terminated employees partiolpating in Cobra or other forms of extended coverage are not included in the count, Employees who contact Compass for service who are not on the health plan will be added to the total number of employees. Fees are payable the first day of the month in Well support services commence and are due to Compass Professional Health Services by the 30 of the month, dltlonttl fees, 1, Fees assessed by TPA for data extraction, production and transmission of requested data files for Client, 2, Fees assessed for the creation of custom dashboards for the initial assessment and custom ongoing monitoring of the clinical and health benefit programs at Client, 3, Assessment, development, and ongoing management of an onsite, near -site, and/or virtual medical clime 4, TPA charges for supporting contract development and negotiations, custom network development, custom ID cards or ID card reissue, 5, Produets,and services available through ACAP, including but not limited to, Naturally Slim, Revitalize You, Health Prompt, Musculoskeletal Programs and Compass Professional Health Ser vices, 6. Custom employee or participant communications, 7, Cost of postage for communication materials mailed to homes, 8, Compliance or legal services, 16 625359 v.1 (Compass Program Services Agreement) Master Agreement— City of Fort Worth and Compass, NA Page 74 of 81 EXHIBIT TWO CONFLICT OF INTEREST DOCUMENTATION DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. Bylaw, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. • Master Agreement— CFW and Life Account, L.L.C. Page 75 of 81 CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entity This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of per on doing business with local governmen 6 dci 4 r.rietPt 7; 2. FORM CIQ OFFICE USE ONLY Date Received Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. �aJ'tQ-- Master Agreement— CFW and Life Account, L.L.C. Page 76 of 81 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A, B, or C is YES.) This section item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? Yes ■ No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ■ Yes ■ No C Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes ❑ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. /(70 "LC Bison Going business with the governmental entity Date Master Agreement— CFW and Life Account, L.L.C. Page 77 of 81 Exhibit Three Business Associate Addendum - City of Fort Worth This Business Associate Addendum ("BA Addendum") to Master Services Agreement effective April 9, 2014 (the "Effective Date"), is entered into by and between Life Account, L L C , d/b/a Compass Professional Health Services ("Business Associate"), and the City of Fort Worth (` Covered Entity"). Recitals: A. Reference is made to that certain Master Services Agreement by and between Business Associate and Covered Entity, made and entered into as of the Effective Date (the `Agreement"); B. Pursuant to the Agreement, Business Associate performs or assists in performing a function or activity on behalf of Covered Entity that involves the use and/or disclosure of the Covered Entity's "protected health information ' (such information, as defined in 45 C.F.R. 160-103, as such provision is currently drafted and if applicable subsequently updated, amended, or revised; referred to herein as "Protected Health Information") C. The parties desire to enter into this BA Addendum to the Agreement regarding the use and/or disclosure of Protected Health Information as required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule"), and the Security Standards for the Protection of Electronic Protected Health Information (the "Security Rule ') promulgated thereunder. Now, therefore, for and in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Agreement: 1. Terms Used. Terms used, but not otherwise defined, in this BA Addendum, shall have the same meaning as those terms in 45 CFR 160 103 and 164.501. 2. Permitted Uses and Disclosures of Protected Health Infoituation. Except as otherwise limited in the Agreement or this BA Addendum, Business Associate may use and/or disclose Protected Health Information to perform the functions, activities, or services for or on behalf of Covered Entity as specified in the Agreement provided that such use and/or disclosure would not violate the Privacy Rule if done by Covered Entity. All other uses and/or disclosures not authorized by the Agreement or this BA Addendum are prohibited. The parties recognize that de -identified information (as described in 45 C.F.R 164.514(a) and (b)), and pricing and treatment information that is not individually identified health information (as defined in 45 C.F.R 160.103) shall not be considered Protected Health Infon nation, and Business Associate shall be free to hold, own, and use such information in its business operations. 3. Responsibilities of Business Associate with Respect to Protected Health Information Business Associate acknowledges that it is subject to the security and data breach provisions of HIPAA and agrees to abide by the privacy provisions of HITECH, including restrictions on marketing and requirements related to limited data sets and Master Agreement— CFW and Life Account, L.L.C. Page 78 of 81 minimum necessary disclosures With regard to the use and/or disclosure of Protected Health Information, Business Associate hereby agrees to do the following: a. to not use and/or disclose Protected Health Information other than as permitted or required by the Agreement or this BA Addendum of as Required By Law; b. to use appropriate safeguards to prevent the use and/or disclosure of Protected Health Information other than as provided for by the Agreement or this BA Addendum; c. to implement reasonable and appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of the Protected Health Information it creates, receives, maintains or transmits on behalf of Covered Entity; d. to report to Covered Entity any security incident, as defined in the Security Rule, or any breach of unsecured Protected Health Infou nation, as defined in HITECH, of which it becomes aware* e. to notify Covered Entity in writing immediately of any use and/or disclosure of Protected Health Information that is not provided for by the Agreement or this BA Addendum, and to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of the BA Addendum; f. to ensure that all agents, including subcontractors, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity or that create, receive, maintain or transmit Protected Health Information on behalf of Business Associate agree to the same restrictions and conditions on the use and/or disclosure of Protected Health Information that apply to Business Associate pursuant to the Agreement and this BA Addendum, and that any agent, including subcontractors, to whom it provides Protected Health Information agree to implement reasonable and appropriate safeguards to protect such Protected Health Information; g• to provide access (at the request of, and in the time and manner reasonably designated by, Covet ed Entity) to Protected Health Information, to the extent maintained by Business Associate in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524; h. to make any amendment(s) (at the request of and in the time and manner reasonably designated by, Covered Entity) to Protected Health Information, to the extent maintained by Business Associate in a Designated Record Set, that Covered Entity directs pursuant to 45 CFR 164.526; to make internal practices, books, and records relating to the use and/or disclosure of Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity; to the Secretary of the Department of Health and Human Services or his/her designee, in a time and manner reasonably designated by Covered Entity or the Secretary, for purposes of determining Covered Entity's and/or Business Associate's compliance with the Privacy Rule and Security Rule, as applicable; Master Agreement— CFW and Life Account, L.L.C. Page 79 of 81 j. 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 CFR 164.528 and HITFCH; and k. to provide to Covered Entity, in a time and manner designed by Covered Entity, information collected in accordance with Section 3.j. of this BA Addendum, 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 CFR 164.528 and HITECH. 4. Responsibilities of Covered Entity with Respect to Protected Health Information. Covered Entity shall: a. provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR 164 520 as well as any changes to such notice; b. provide Business Associate with any changes in, or revocation of, permission by Individual to the use and/or disclosure of Protected Health Information, if such changes affect Business Associate's permitted or required uses and/or disclosures; and c. notify Business Associate of any restriction to the use and/or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522 or that a patient has property requested pursuant to HITECH 5. Specific Use and Disclosure by Business Associate Except as otherwise limited in the Agreement and this BA Addendum, Business Associate may: a. use Protected Health Infoinnation for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. b. disclose Protected Health Information for the proper management and administration of Business Associate, provided that the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom Protected Health Information is disclosed that it will remain 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 Protected Health Information has been breached. c. use Protected Health Information to provide data aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B). 6. Term and Termination a. Term. The Term of this BA Addendum shall be effective as of the Effective Date and shall terminate when all of the Protected Health Infounation provided by Covered Entity to Business Associate, 01 created or received by Business Associate on behalf of Covered I-i;ntity, is destroyed or returned to Covered Entity, or, if it is infeasible to return 01 destroy Protected Health Information, protections are extended to such Protected Health Information, in accordance with Section 6.c. below. b. Termination for Cause. Covered Entity may immediately terminate the Master Agreement- CFW and Life Account, L L C Page 80 of 81 Agreement and/or this BA Addendum if Covered Entity determines that Business Associate has breached a material term of this BA Addendum. Business Associate may immediately terminate the Agreement and/or this BA Addendum if Business Associate determines that Covered Entity has violated its obligations under HIPAA and has not immediately cured said violation upon notice from Business Associate. c. Effect of Termination. (1) Except as provided in paragraph (2) of this Section 6.c., upon termination of the Agreement and/or this BA Addendum, for any reason, Business Associate shall return to Covered Entity or destroy all Protected Health Information received from or created on behalf of Covered Entity. This Section 6.c.(1) shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. (2) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide in writing to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual written agreement of the Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this BA Addendum to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 7. Miscellaneous. a. Amendment. The Parties agree to take such action as is necessary to ameahi3 BA Addendum from time to time as is necessary for Covered Entity to conap1y with the requirements of the Privacy Rule, Security Rule, and HIPAA. r b. Survival. The respective rights and obligations of Business Associate u Section 6.c. of this BA Addendum shall survive the termination of the Agr@er and/or this BA Addendum. c. Interpretation. Any ambiguity in this BA Addendum shall be resolved in rvco a meaning that permits Covered Entity to comply with the Privacy Rife an Security Rule. d. No Third Party Beneficiary. Nothing in the BA Addendum is intended, nor shall be deemed, to confer any benefits on any third party. 8. Effect of BA Addendum. Except as amended by this BA Addendum, the terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this BA Amendment to be executed by their duly authorized representatives, all as of the date first set forth above. s n1 0 By: Date: Printed Name: Eric pA 9 / ricker/ Title: Chief Medical Officer and Life Accoi Prin eciName: Sukn Alanis itle: Asst. City Manager AfP&G\fe0 Ar5 rvb im(vA 4 Lakin( (l vA Page 81 of 81 befOIS(-O i Cni Airti N4 Kite City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/8/2014 DATE• LOG NAME: 13P14-0112 COMPASS HEALTHCARE CC SUBJECT: Authorize Agreement for Consumer Healthcare Tools and Support for the Human Resources Department with Life Account, L L C d/b/a Compass Professional Health Services, Using a Cooperative Contract in an Amount Up to $500,000 00 Annually for the Initial Three —Year Term (ALL COUNCIL DISTRICTS) Tuesday, April 08, 2014 REFERENCE NO.: **P-11638 RECOMMENDATION: It is recommended that the City Council authorize execution of an Agreement for consumer healthcare tools and support for the Human Resources Department with Life Account, L L.0 d/b/a Compass Professional Health Services, using City of Frisco Contract No. 1303-035 in an amount up to $500,000.00 annually for the initial three—year term DISCUSSION: The Human Resources Department will use this Agreement to give City employees the ability to obtain pricing and service —quality information, scheduling assistance, and other comprehensive assistance services associated with healthcare and benefits (healthcare concierge services). Based on experience of other users, this service is expected to positively impact the quality of care received and to reduce the overall costs for both the City and individuals who take advantage of the service. Life Account, L L C , d/b/a Compass Professional Health Services (Compass), will analyze the City s claims data and determine its highest cost drivers and then recommend appropriate interventions to impact those cost drivers. Compass consumer advocates will use the tool to give City employees cost and quality comparisons for medical services. As an added benefit, Compass consumer advocates will support employees in appointment scheduling, bill review, and other concierge services. The proposed Agreement is for a three year period with three, one—year renewal options. During the initial term, services would be provided for a fee of $4 50 per —plan —participant, per —month (pmpm) plus an annual allocation in the amount of $150 000.00 for participant incentives, which equates to a total amount of $1,500,000.00 for the entire three—year term and an annual amount of $500 000.00 per year. Approval of this M&C includes funding for this Agreement through the remainder of Fiscal Year 2014 The remaining funding for the initial term will be provided through future budget processes. Should the City fail to fund the remainder of the initial term, the City shall have the right to cancel the Agreement. Compass estimates that the City's healthcare plan will realize claims savings of $4.8M per year. In the first year of the contract, claims savings will be achieved by: • Using Compass and the City's claim data to identify higher value service providers in the local and regional market, • Engaging employees who are currently using healthcare services or are anticipated to use healthcare services in the near future with cost and quality information; • Educating all employees on how to become better healthcare consumers and when to use Compass services; and