HomeMy WebLinkAboutContract 48598-A3 DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
CSC No.48598-A3
CITY SECRETARY CONTRACT NO. 48598-A3
AMENDMENT NO.3 TO
CITY SECRETARY CONTRACT NO.48598
This Amendment is entered into by and between the City of Fort Worth (hereafter "City"), a
home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, with
its principal place of business at 200 Texas Street,Fort Worth, Texas, and Employer Direct Healthcare,
LLC,(hereafter"Vendor"),a Delaware limited liability company.
WHEREAS,the parties have previously entered into City of Fort Worth City Secretary Contract
No.48598 (the "Contract"),which was executed on January 1,2017;and
WHEREAS,the Contract for the purpose to serve as Vendor offers a network of participating
medical service providers,including physicians,hospitals and other healthcare professionals and facilities
(the'Network")which is made available to participants of the City's group health plan; and
WHEREAS,the City and Vendor,now wish to amend the Contract as set forth below.
NOW, THEREFORE, City and Vendor acting herein by the through their duly authorized
representatives,enter into the following agreement to amend the Contract:
1. Contract Renewal. Notwithstanding anything to the contrary in Section 5.1 of the
Contract,City and Vendor hereby agree that the term of the Contract will be renewed for a period
commencing on January 1,2022 and ending on December 31,2023.
2. Hinge Health Services. City and Vendor hereby agree that,in addition to the services
provided by Vendor pursuant to the Contract,the City shall additionally receive the products and services
set forth in the Hinge Health Services Addendum attached hereto,all in accordance with the terms set
forth therein.
3. Definitions. Capitalized terms used in this Amendment but not otherwise defined shall
have the meaning ascribed to such terms in the Contract.
4. Remaining Provisions. Except as specifically provided herein,all terms and conditions
of the Contract shall remain in full force and effect. In the event of any conflict between the terms of the
Contract and this Amendment,the terms of this Amendment shall control.
Executed effective as of the date signed by the Assistant City Manager below.
Signature Page Follows.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
7 -�( of this contract,including ensuring all performance
By: Jesus J.Chapa ov 3 ,202110:11 CST) and reporting requirements.
Name: Jesus J. Chapa
Title: Deputy City Manager
Date: BY: J ne Hinton(Nov 22,202110:49 CST)
Name: Joanne Hinton
Approval Recommended: Title: Benefits Manager
Approved as to Form and Legality:
1\161than GAB o
BY: Nathan Gregory(Nov 2,202110:40 CST)
Name: _Nathan Gregory K t pW
Title: _Deputy Human Resources Director By: JB Strong(Nov 3 , 02109:30 CST)
Name: John B. Strong
Attest: Title: Assistant City Attorney
Contract Authorization:
M&C: _C-27986
By:
Name: Ron Gonzalez bpooFORr��a
Title: Acting City Secretary pF°°°°°°°°°ly�a
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Employer Direct Healthcare,LLC
DocuSigned by:
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By: B.BE6FE}44Z�...
Name: XXXXXXXXY40%= Doug Monkhou e
Title: General Counsel & Secretary
Date:
CFW/Employer Direct Healthcare,LLC
Page 2 of 8 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
HINGE HEALTH SERVICES ADDENDUM
This HINGE HEALTH SERVICES ADDENDUM (this "Addendum") is made effective as of September 1, 2021 (the
"Effective Date") by and between Employer Direct Healthcare, LLC, a Delaware limited liability company with its
principal place of business located at 2100 Ross Avenue, Suite 550, Dallas, Texas 75201 ("EDH')and City of Fort
Worth, Texas, a political subdivision of the State of Texas with its principal place of business located at 1000
Throckmorton Street, Fort Worth, Texas 76102 ("Sponsor"). This Addendum is made a part of that certain Plan
Agreement(as amended, the"Agreement'),dated effective as of January 1,2017, by and between EDH and
Sponsor.
1. Scope. EDH and Hinge Health, Inc. ("Hinge Health") have a commercial agreement pursuant to which Hinge
Health has authorized EDH to provide access to Hinge Health's Programs, Products and Services (each, as
defined herein)to employer-sponsored group health plans with which EDH has a contractual relationship. This
Addendum is entered for the purpose of Sponsor's group health plan(s)obtaining access to such Program,
Products, and Services through EDH as part of the services provided by EDH under the Agreement.
2. Hinge Health Program. Hinge Health reduces group health plan chronic musculoskeletal (MSK)conditions
spend by digitally delivering best practice care established by leading medical bodies. Hinge Health
accomplishes this by uniquely delivering the three pillars of intervention that promote long term success:
education, exercise therapy, and behavioral health. In connection with the services provided pursuant to the
Agreement, Hinge Health will deliver the personalized care described herein to Participants who engage with and
enroll in the various care programs set forth below(collectively the"Hinge Health Program"or the"Program").
Sponsor must, at a minimum, incorporate and offer the Chronic Program set forth above to Participants as a
base level of service. However, additional Programs set forth above may be selected and offered upon written
request.
a. Prevention Program. Hinge Health will provide a software only program to Participants (no sensors,
coaching, or tablet). The Prevention Program is designed to increase education of Participants regarding
key strengthening and stretching activities around healthy habits and is made available by Hinge Health at
no additional charge provided that the Chronic Program defined in (b) below is offered by Sponsor to
Participants.
b. Chronic Program. Hinge Health will deliver evidence-based care for joint pain in a Chronic Program that
includes the following: personalized exercise therapy sessions guided by wearable motion-sensors, 1:1
access to personal health coach, personalized educational content, and behavioral health support. The
Chronic Program is comprised of(i)the Hinge Health proprietary sensor-enabled exercise band systems
and technologies; (ii)coaching and alert features; (iii)Cloud-based data capture and reporting capabilities;
and (iv)personalized analytics capabilities (the"MSK Kit'). Participants in the Chronic Program may also
be offered the non-invasive ENSO High Frequency Impulse TherapyTM pain treatment and device service
(the"ENSO"), as deemed appropriate by Hinge Health, in its sole and exclusive authority, for symptomatic
relief and management of chronic pain. The Chronic Program will be provided to Sponsor's group health
plan(s)at$995 per year for each Participant who engages in and enrolls in the Chronic Program.
c. Acute Program. The Acute Program includes live virtual sessions with a dedicated licensed physical
therapist along with software guided rehabilitation and Participant education. If Sponsor selects and
incorporates the Chronic Program, Sponsor may also elect to provide the Acute Program at a fee of$250
per year for each Participant who receives items or services through the Acute Program. However, a
Participant enrolled in the Acute Program will only receive six virtual physical therapy sessions per episode
prior to in-person healthcare provider or physical therapy care (additionally, other state laws may limit
access without a physician's referral). Once in-person healthcare provider or physical therapy care occurs,
Participants can receive an additional six virtual physical therapy sessions per episode before the process
repeats. Costs incurred by Sponsor's group health plan(s)under the Acute Program for a specific
CFW/Employer Direct Healthcare,LLC
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Participant shall be offset against the$995 fees charged for such Participant should such Participant initially
participate in the Acute Program, but later transition to the Chronic Program or the Surgery Program. In the
case of such transition,should such Participant continue to participate in the Chronic Program beyond the
one-year anniversary of such Participant's enrollment in the Acute Program, Sponsor shall be billed the
remainder of the Chronic Program or Surgery Program fees up to an annual maximum of$995 per the
program per year. Should such Participant continue to participate in the Chronic Program or Surgery
Program beyond the one-year anniversary of such individual's enrollment in the Chronic Program or Surgery
Program, Sponsor shall be billed an additional$995 for the new year.
d. Surgery Program. The Surgery Program provides Participants with access to a physical therapist, a health
coach, and sensor-guided exercise therapy, and covers both pre-and post-surgical rehabilitation for the
most common MSK surgeries and is designed as a continuation of the Chronic Program. Hinge Health will
provide the Surgery Program to Sponsor's group health plan(s)for a fee of$995 per year per Participant
who engages in the Surgery Program. If Sponsor selects and incorporates the Chronic Program in (b)
above, Sponsor may elect to provide the Surgery Program to Participants engaged in the Chronic Program
for no additional fee (e.g., the annual cost for a particular Participant will not exceed$995 per year).
3. Hinge Health Services. Hinge Health will provide the following products and services in relation to the Program
(collectively the "Hinge Health Services"or the"Services"):
a. EDH, Hinge Health, and Sponsor will agree on the process for contacting Participants to provide information
about Hinge Health and the Hinge Health Program.
b. Participants that express an interest in a particular Hinge Health Program will undergo a clinical suitability
evaluation by Hinge Health before confirming whether such Participants may enroll in the Hinge Health
Program. Participants will register with Hinge Health online through the Hinge Health website or app, as
described in the marketing materials, complete the screening process, and determine eligibility and clinical
qualification.
c. Upon a Participant's enrollment in the Chronic Program or Surgery Program, such Participant will receive
the following:
(i)a set of wearable sensors , a tablet computer installed with Hinge Health's mobile application (if
offered and elected), and required accessories (collectively, the "Products"). Participants may
access the Program through their own device,such as a mobile phone or through a Hinge Health-
provided tablet computer, if such tablets are made available and Participant elects to receive one;
(ii)guidance through a core 12-week program that includes education, guided exercise, coaching,
and facilitated social interactions; and
(iii) if, and as appropriate, Participants may also receive the ENSO device and accompanying gel
pads and other required accessories (ENSO is offered solely to Chronic Program participants, but
Hinge Health may, in its sole discretion, elect to offer ENSO to Participants in other programs).
d. Upon enrollment in the Program, Participants will have access to the Hinge Health musculoskeletal
educational material, including, if applicable: (i) Personal Account, accessible via the Hinge Health
application on the tablet; and (ii)Access to Hinge Health customer service representatives by toll-free
number and Web for technical assistance concerning the Hinge Health Programs. Participants may move
from one component of the Hinge Health Program to another component as their personal health situation
warrants to another without exceeding a maximum fee of$995 per person per year.
4. Hinge Health Deliverables. Hinge Health will provide the following deliverables in relation to the Program
(collectively the "Deliverables"):
CFW/Employer Direct Healthcare,LLC
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DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
a. The Products(if applicable)will be delivered directly to Participants enrolled in the Program at the contact
address provided for such Participant by Sponsor, its designee, or by Participant themselves.
b. Hinge Health agrees to regularly(up to monthly at Sponsor's request)deliver reports to EDH of appropriate
metrics, in compliance with applicable law,which gauge the effectiveness and success of the Program
including financial savings. EDH will provide such report(s)to Sponsor in connection with the standard
monthly reports EDH provides Sponsor pursuant to the Agreement. Any such report shall be for Sponsor's
internal use only.
c. EDH, Hinge Health, and Sponsor will jointly communicate the Program, Products, and Services to
Participants through print and/or electronic communications. No Party will be permitted to direct any
communications to Participants with respect to such subject matter without the consent of the other parties,
which consent may be withheld in the sole discretion of such Party. Prior to making any communication to
Participants, EDH, Hinge Health, and Sponsor shall mutually agree on: (i)the written and visual content of
the applicable print or electronic materials to be distributed and (ii)the allocation of responsibility and means
of fulfillment with respect to any such communications. Hinge Health shall be responsible for all reasonable
costs and expenses actually incurred by EDH or Sponsor related to Participant communications, provided
that any such expenses are approved in advance by Hinge Health.
5. Hinge Health Fee. The fee for each component of the Program is set forth above, but will never exceed
$995.00 per year per Participant who engages in and enrolls in the Program (the "Hinge Health Fee").
However, the Hinge Health Fee for the Chronic and Surgery Programs associated with an individual Participant
and their Cohort(defined below)will be paid in accordance with the 3 milestones for Participant engagement and
pain reduction noted below. For the purposes of this Addendum, "Cohort' means all Participants who sign up
for the Chronic and/or Surgery Program within any given month. On a monthly basis, EDH will bill Sponsor the
Hinge Health Fees. Such invoices will provide details regarding such Hinge Health Fees and any reimbursable
taxes. Sponsor shall pay EDH all Hinge Health Fees within thirty(30)days of the date of EDH's invoice to
Sponsor, and EDH shall timely remit payment to Hinge Health. Should any Hinge Health Fee not be received by
EDH within sixty(60)days of EDH's submission of an invoice to an Sponsor, EDH shall notify Hinge Health and
Sponsor, and EDH shall engage in good faith attempts to resolve any payment issues or disputes between Hinge
Health and Sponsor. If,following thirty(30)days of such engagement, payment still has not been received by
EDH, Hinge Health may terminate its provision of the Program, Products, and Services to Sponsor. Hinge Health
shall then be entitled to seek payment directly from Sponsor as an intended third-party beneficiary of this
Addendum. Delinquent payments will be subject to interest at the applicable state default interest rate.
Milestone Payments
• Milestone 1: Participant enrolls in the Chronic and/or Surgery Program, receives the MSK Kit, and
completes at least 1 exercise therapy session.
• Milestone 2: Cohort completes at least 4 exercise therapy sessions within the first 30 days of enrolling
in the Chronic and/or Surgery Program.
• Milestone 3: Cohort completes at least 8 exercise therapy sessions within the first 60 days of enrolling
in the Chronic and/or Surgery Program.
$995 total is due and payable for each Participant in 3 increments based on the achievement by such
Participant, and, in the case of Milestone 2 and Milestone 3 by such Participant's Cohort, of the following
milestones. With respect to each Participant, the Milestone 1 payment of$695.00 is due once such Participant
achieves Milestone 1; the Milestone 2 payment of$150.00 is due when such Participant's Cohort achieves
Milestone 2; and the Milestone 3 payment of$150.00 is due when such Cohort achieves Milestone 3. If the
applicable Cohort does not achieve Milestone 2 or Milestone 3 then payment for such Milestone is not payable.
CFW/Employer Direct Healthcare,LLC
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DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
6. ROI Guarantee.
a. Hinge Health guarantees a 1.5:1 ROI to Sponsor for the Chronic Program during each Guarantee Period.
Cost savings are assessed based on the reduction of pain as measured by the visual analog scale ("VAS"),
before and after participating in the Hinge Health intensive 12-week phase of the Chronic Program. The
foregoing ROI guarantee shall commence on the Effective Date and remain effective until termination or
expiration of the Agreement or this Addendum. Such ROI guarantee shall be calculated and, if applicable,
paid by Hinge Health each successive twelve (12)month period during the term of the Agreement(each, a
"Guarantee Period'). The first such Guarantee Period shall be from September 1, 2021 through August 31,
2022.
b. To achieve a 1.5:1 ROI, the following calculated value needs to equal one and a half times the cost of the
Program:
[((Pain at screening)-(Pain at 12 weeks)/(Pain at screening))x 100]x$71.09*x number of participants=
total cost saved
*Based on Hinge Health's published clinical studies, Hinge Health saves$71.09 in MSK costs per
Participant per year for every 1 percent decrease in pain.
Example: By way of example, assume 300 Participants go through the Program at a total cost of$298,500
(300 participants multiplied by$995). If the average pain reduction is 12% per Participant, then the total
Program savings would equal $255,924 (12 x$71.09 x 300). Thus, the Program did not achieve the
guaranteed ROI of 1.5:1.
c. If Hinge Health does not achieve a 1.5:1 ROI according to the metric above, Sponsor will receive a prorated
refund. Program performance will be assessed, and any required refunds issued at the end of the
Guarantee Period for Participants that completed the core 12-week Chronic Program during the Guarantee
Period.
At the end of each 12-month period,starting on the Effective Date,for Participants that completed the core
12-week Chronic Program during the preceding 12 months.
Example: By way of example, based on the scenario described in Section 6(b)of this Addendum, the
formula set forth would yield Sponsor a refund of[($447,750-$255,924)/$447,750]*$298,500 =$127,884.
d. The ROI guarantee set forth in this section is in lieu of any savings or performance guarantee set forth in the
Agreement, but only with respect to the Hinge Health Program and Services.
7. Medical Services. Sponsor acknowledges and agrees that neither EDH nor Hinge Health directly provide
medical or physical therapy services. Instead, those professional services are provided by licensed health care
providers through a contractual relationship with Hinge Health MSO, Inc. Hinge Health MSO, Inc. is an
independent management entity that contracts with a national network of United States based physicians,
physical therapists, and other health care providers who provide clinical telehealth services. Hinge Health MSO
contracts with various professional organizations to provide the clinical portion of the Services via the Hinge
Health platform to Participants. Sponsor further acknowledges and agrees, notwithstanding anything to the
contrary in the Agreement, that EDH shall not be responsible for verifying, obtaining assurances of, or obtaining
or providing any notification related to any information, qualifications, credentials, or accreditations of any health
care provider involved in the provision of the Hinge Health Program, Products, or Services.
8. Plan Compliance. Sponsor shall be responsible for updating or amending its plan documents to describe and
incorporate the Hinge Health Program, Products, and Services as available for eligible Participants. Except as
set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or
administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain
CFW/Employer Direct Healthcare,LLC
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DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice,
disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including
ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result
of the performance of any of its duties under this Addendum, including but not limited to Claims processing,
COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a
government authority. Except as otherwise provided herein, EDH makes no representation concerning federal,
state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for
legal advice and guidance.
9. Use of Marks. EDH, Hinge Health, and Sponsor each reserve the right to the control and use of their respective
names, copyrights, symbols, trademarks, and service marks(the "Marks"). No party shall use the other parties'
Marks in advertising, promotional materials, or otherwise without the prior written consent of the party owning
such Marks. Notwithstanding the foregoing,within a reasonable amount of time after the Effective Date, the
Parties will cooperate in the mutual approval and distribution of a public announcement announcing the
relationship of the parties and certain terms of this Addendum.
10. Arisinq Data. As used in this Addendum,Arising Data is, and shall remain,the sole and exclusive property of
Hinge Health to the extent that the Participant to whom such Arising Data relates grants Hinge Health such
rights. "Arising Data"means data that Hinge Health receives directly from Participants utilizing the Program,
that Hinge Health later aggregates and anonymizes, including arising from the provision of the Program provided
pursuant to this Addendum including data points such as Participant program usage, program data, program
feedback, algorithms, and Participant reported outcome measures. Hinge Health may use Arising Data for any
lawful purpose. Hinge Health shall have the right to publish Arising Data for scientific whitepapers or similar
publication, provided such data is anonymized prior to publication. Sponsor hereby assigns to Hinge Health its
right, title and interest in and to all Arising Data in or arising out of or in connection with the Services and shall
execute all instruments as may be reasonably necessary for such assignment of Arising Data consistent with this
clause. Hinge Health grants to EDH and Sponsor a royalty-free, nontransferable, non-exclusive,worldwide, right
and license to use, for the duration of this Addendum for EDH's internal business purposes, any Arising Data
shared with EDH as part of the Program.
11. Conflictinq Provisions. Except as specifically provided herein, all terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise provided herein,the terms and conditions of the
Agreement shall apply to EDH's provision of the Hinge Health Program, Products, and Services, mutatis
mutandis, as they apply to EDH's provision of Network access, Coordinated Services, Covered Services or
related administrative or coordinative services under the Agreement, and such terms and conditions shall
otherwise be construed and applied accordingly. Similarly, unless otherwise provided herein,the terms and
conditions of the Agreement shall apply to Hinge Health, mutatis mutandis, as they apply to a Provider
under the Agreement, and such terms and conditions shall otherwise be construed and applied accordingly.
In the event of any conflict between the terms of the Agreement and this Addendum with respect to the
subject matter of this Addendum,the terms of this Addendum shall control. The following Sections of the
Agreement shall not apply to the services coordinated or provided by EDH pursuant to this Addendum:
Section 2.1, Section 2.2, Section 2.3, Section 4.1, Section 4.9, Section 5.3, Exhibit A, Exhibit C, and
Exhibit D.
CFW/Employer Direct Healthcare,LLC
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DocuSign Envelope ID:57167613-4EF3-407A-A4D9-6B633519A9FC
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by the duly authorized
representatives.
EMPLOYER DIRECT HEALTHCARE, LLC
r�yDffocuSigned by:
vULec� '�4ot3P
By. [ era Name: ...
Doug Monkhouse
Title: General Counsel & Secretary
CITY OF FORT WORTH, TEXAS
By:JesusJ.Chapa ov3,20211` 0:11CST)
Name: Jesus Chapa
Title: Deputy City Manager
CFW/Employer Direct Healthcare,LLC
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