HomeMy WebLinkAboutContract 60717DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
CSC No. 60717
vir
MAIN SERVICES AGREEMENT
This Main Services Agreement ("Agreement") is entered into as of January 1, 2024 ("Effective Date") by and
between Virta Medical P.C., a California Professional Corporation and its affiliates ("Virta" or "Company"), and
City of Fort Worth, with its principal place of business at 200 Texas Street, Fort Worth, Texas 76102 on behalf of
itself and its affiliates ("Customer"). Customer and Virta shall each be referred to individually as a "Party" and
collectively as the "Parties". In consideration of the mutual promises and covenants contained in this Agreement,
the Parties agree as follows:
1. DEFINITIONS. Unless otherwise specified, the capitalized terms used in this Agreement, any Statement of
Work ("SOW"), and any Schedule are defined in Exhibit A ("Definitions").
2. SERVICES.
2.1. Virta Services. Virta offers to Customer a variety of medical and non -medical educational and coaching
services, as described in and selected by Customer in a SOW attached to this Agreement ("Services"). The Services
are provided via a secure telehealth platform to Customer's Enrolled Members.
a. Providers and Coaches. Virta will provide, in its sole discretion, the Services to Enrolled
Members through: (i) licensed and/or qualified health care providers providing medical care (e.g., a medical doctor,
osteopathic doctor, nurse practitioner, physician assistant) ("Providers") and/or (ii) individuals trained in health,
nutrition, and other wellness -focused areas ("Coaches") (Providers and Coaches, collectively, may be called
"Clinicians").
b. Licensing, Credentialing and Performance of Services. As applicable, Virta will verify the
credentials, required licensure and training qualifications of all its Clinicians. Services will be performed in a
professional, competent and timely manner by appropriately qualified personnel in accordance with the terms and
conditions of this Agreement and consistent with professional quality and ethical standards prevailing in the
community.
C. Subcontractors. Virta may subcontract some of its duties under this Agreement to
subcontractors or delegates, including but not limited to affiliated companies, vendors and others that provide
supplies, equipment, staffing, and other services to Enrolled Members ("Subcontractor"). As applicable, Virta
shall assure the compliance of its Subcontractors with the terms and conditions of this Agreement.
2.2 Virta Responsibilities. As part of or in addition to providing the Services, Virta shall, subject to
Applicable Law, provide:
a. Account Management: Provide Customer with an account management structure for a
successful launch and ongoing support;
b. Education: Provide educational awareness materials in connection with potential care plan
benefits and enrollment guidance;
C. Labs: Order laboratory tests ("Labs") as required by Virta Providers, at a frequency and at lab
facilities designated by Virta. If recent lab results are available via alternative sources (e.g., Health Information
Exchange, patient -provided documentation), Virta will make an effort to use those before ordering; and
d. Reporting: To the extent it is consistent with the scope of services agreed upon by the Parties,
provide Customer with standard Virta reporting on Enrolled Member enrollment, Enrolled Member satisfaction,
OFFICIAL RECORD
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FT. WORTH, TX
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and clinical outcomes in a form consistent with both Parties' obligations under HIPAA. Virta reserves the right to
charge for provisioning of custom reporting, eligibility processes, and data specifications.
2.3. Non-discrimination. Virta will not differentiate or discriminate against any Enrolled Member because
of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, payment source, state of
health, need for health services, status as a litigant, status as a Medicare or Medicaid beneficiary, sexual orientation,
gender identity, or any other basis prohibited by law.
3. CUSTOMER'S OBLIGATIONS
3.1. General Customer Assistance. Customer shall, subject to Applicable Law, use commercially reasonable
efforts to assist Virta to identify and enroll those Covered Persons who meet the Eligibility Requirements for each
Service. In addition, Customer shall:
a. Designate an account manager or other individual to manage the relationship with Virta who
will be available for progress check -ins and by telephone during business hours;
b. Provide Virta with required population, data, access to marketing channels, and marketing
support for communicating Virta to Covered Persons, as further provided in a SOW, and assist Virta with enrolling
Covered Persons who meet the Eligibility Requirements, including whitelisting Virta emails for delivery to
appropriate population;
C. Provide Virta with eligibility data for active members, including demographic information,
group ID, plus a unique identifier field, for Covered Persons, on a monthly basis, as required depending on eligibility
methodology as determined in Implementation. If using file -based eligibility, provide Virta with eligibility data,
adhering to Virta's standard template, on a monthly basis, of active members. Use of custom eligibility templates
may incur a programming fee;
d. Support Virta in verifying coverage eligibility of Covered Persons using standard
methodologies including third party API, file or folder based, or other as required;
e. As available, provide Virta information including email address, physical address, and phone
number, paired with appropriate identifying information for each Covered Person;
f. Upon request, provide Virta with monthly medical and pharmacy data files, which shall include
claim -level details including allowed amounts covering the period that is twelve (12) months prior to the Effective
Date and the twelve (12) months of the program year plus three (3) months of runout for each Covered Person, as
well as a unique identifier to link to the eligibility data file.
g. Assist Virta with the set-up and ongoing data exchange with any third -party providing data on
behalf of Customer.
h. Upon Virta's request, collaborate with Virta to develop a publicly shareable financial impact
analysis on the Virta care plan. In doing this analysis, Customer commits to working with Virta actuarial experts to
share raw data (at the population level and in accordance with HIPAA guidelines) and analyses to co -validate
findings and that Virta must approve before analysis is publicized or distributed.
Changes to eligibility, medical claims or pharmacy data after implementation may result in a programming fee.
Customer must provide 30 days' notice if changes to eligibility, medical claims or pharmacy data are being made.
Failure to provide sufficient notice may result in a penalty fee. Failure to provide requested data within 5 business
days of agreed upon delivery date may result in a penalty fee and usage of dosage -based methodology for PG and
ROI analyses (instead of claims cost -based methodology).
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Errors with eligibility files must be corrected within 5 business days. Failure to correct errors may result in a penalty
fee, release of patients or enrollment of patients with Customer obligation to pay for erroneously enrolled members
due to incorrect eligibility data.
3.2. Customer Subcontractors. Customer may fulfill some of its duties under this Agreement through
subcontractors, agents or delegates, including but not limited to a benefits advisor or third party administration firms
and other affiliated companies, vendors and others that provide supplies, equipment, staffing, and other services to
Customer (collectively, "Customer Subcontractors") at the request of, under the supervision of, and/or at the place
of business of Customer. Customer shall perform sufficient due diligence prior to the retention of any subcontractor
and shall ensure that the terms of its subcontract with any subcontractor are sufficient to enable Customer to perform
all of its responsibilities and obligations of this Agreement. Customer shall take appropriate action to cause each of
its subcontractors to be advised of and comply with applicable terms and conditions of this Agreement. Customer
hereby acknowledges and agrees that Virta may work with and disclose Customer information to Customer
Subcontractors, upon the request of such Customer.
3.3 Travel. Virta is a remote -first company. If Customer would like to request Virta travel onsite, Virta
will accommodate where possible and may bill for reasonable travel expenses and supplies. Customer shall
reimburse Virta for travel expenses incurred when Customer cancels scheduled service visit(s) for which Virta has
purchased airfare and other nonrefundable transportation or accommodations.
4. INVOICES AND BILLING
4.1 Invoices. As set forth in the SOW, Virta will either (i) invoice the Customer directly ("Invoice"), or (ii)
file claims with the Customer's health plan administrator (the "Claims Administrator") directly (a "Claim"). Each
Invoice will include any fees incurred since the prior Claim or Invoice was generated and in either case, payment
is due within thirty (30) days of the Invoice date or the Claim date ("Due Date"). The initial Claim/Invoice will be
generated at or about the Enrollment Date. All subsequent Claims/Invoices will be generated for reimbursement on
a monthly recurring cycle on the monthly anniversary of the Enrollment Date or the date closest to the monthly
anniversary when such a date does not fall in a month (e.g., when the Enrollment Date is the 31 st of the month, for
all months with less than 31 days, the monthly anniversary of the Enrollment Date would be the last day of the
month). For each month the Services are provided, a Claim/Invoice will be generated for that month. In the event
of member withdrawal or discharge, Virta will stop submitting Claims/Invoices for such member, in the billing
period following the date of withdrawal or discharge. The Enrollment Date will serve as the member's anniversary
date for each additional year the Services are provided to that member.
4.2 Claims Billiniz. If applicable, Claims will be filed with the Claims Administrator designated by the
Customer in the format and using the specific CPT codes agreed to between the Parties and set forth in the SOW.
Prior to the Launch Date, Customer will (i) engage its Claims Administrator to work with Virta to establish and set
up CPT codes for Virta's reimbursement, and (ii) obtain written confirmation from the Claims Administrator that
the appropriate codes have been tested and are ready for use. Any changes to the claims coding must be agreed to
in writing by the Parties. Virta will not submit CPT codes, nor will be reimbursed for CPT codes, that are not agreed
upon with the Customer. In the event that the Claims Administrator denies a claim, Virta and Customer will work
together to reach a mutually agreed upon resolution. Customer agrees that regardless of any Claims resolution, it
is responsible to pay Virta for the Services provided.
4.3 Coordination of Benefits. If applicable, Customer agrees to direct its Claims Administrator to pay all
Claims or Invoices for Enrolled Members without processing such Claims or Invoices through its coordination of
benefits processes (e.g., excluding Virta claims/invoices from any third -party coordination of benefits processes,
where Enrolled Members are eligible for other benefits). Customer agrees to direct the Claims Administrator to
process Virta's claims as primary and not secondary to any such other benefits, relieving Virta from any obligations
to bill a third party to collect payment for the Services provided under this Agreement. Notwithstanding the presence
of a Claims Administrator, Customer is obligated to ensure Virta receives compensation of the agreed upon Fees
for Services provided.
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4.4. Switching Between Services. Enrolled Members may switch between Services only once in a single
billing period, provided that Virta shall have the sole discretion to manage the number and timing of Service
switches to ensure Enrolled Member safety. If an Enrolled Member switches from one Service to another after the
Minimum Billing Period, Customer will be billed for the new Service beginning with the billing period following
the switch.
4.5. Switching Between Billing Models. In the event billing models are switched during the Term (e.g.,
annual to monthly, pricing changes, etc.), Customer acknowledges that such changes apply to Customer's entire
population. Virta does not support hybrid billing models, and once a billing model has been changed, Customer will
be billed in accordance with such change for its entire population as of the effective date of such change (e.g.,
effective date of that memorialized writing).
4.6. Taxes. Unless otherwise stated, the Fees (as defined in the applicable SOW) do not include any taxes,
levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales,
use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively,
"Taxes"). Customer is responsible for paying all Taxes (except those based -on Virta's income) associated with the
Services purchased hereunder. Virta reserves the right to separately invoice Customer for Taxes owed by Customer.
If Customer represents it is tax-exempt pursuant to the Internal Revenue Code, Customer shall provide a copy of
its tax-exempt certificate upon request, in advance of payment.
4.7 Passthrough Fees. Notwithstanding the foregoing, Virta shall be entitled at any time without prior notice
to pass through (a) any increase in tariffs related to the Services, including government imposed access fees and
fees resulting from changes in regulation or statute; (b) claims, royalty and licensing fees to third -party vendors
related to the Services, or (c) access fees, carrier fees, claims billing -related fees and/or other similar fees assessed
against Virta and outside of Virta's reasonable control. Upon request, Virta shall make available, to Customer,
documentation relating to these passthrough fees in connection with the Services. If Customer does not agree to pay
passthrough fees related to file data (e.g., eligibility or claims), then Customer must provide Virta with a mutually
agreed -upon alternative to eligibility verification, and PG analyses will follow Virta's dosage -based model (if
available) provided all other obligations are met.
4.8 Intesration Fees. Customer is responsible for any fees associated with switching between direct and
claims billing, switching health plans, modifying or adding data feeds or exchanges, partnering with new technology
platforms, or related activities required of Virta to perform the Services.
4.9 Prommmin2. Virta will make every attempt to complete requests in accordance with Customer -
provided specifications. Customer retains responsibility for maintaining documentation in support of requested
programming according to billing compliance requirements. Customer remains responsible for the effect of
requested programming on Customer data and processes. Custom programming projects, including but not limited
to reporting, eligibility, and data specifications will be subject to an additional cost per project. Customer may
request a written quote prior to programming in any instance.
5. COMPLIANCE, DATA, AND INSURANCE
5.1. Compliance. Each Party hereby agrees to comply with all laws, rules, and regulations applicable to
such Party and/or this Agreement, including without limitation: (a) the Health Insurance Portability and
Accountability Act, as amended and all security and privacy requirements promulgated thereby ("HIPAA"); b) the
federal Anti -Kickback Statute (42 U.S.C. § 1320a-7b), and State equivalents; (c) the federal prohibition against
physician self -referrals (42 U.S.C. § 1395nn), and State equivalents; (d) the False Claims Act (31 U.S.C. §§ 3729-
3733), and State equivalents; and (e) all applicable state laws. To the extent the Parties determine that a Business
Associate Agreement (`BAA") is necessary, that BAA will be executed concurrently with this Agreement.
5.2. Intellectual Pronertv. Customer acknowledges and agrees that Virta shall have the sole right, title and
interest, including all intellectual property rights, in and to any and all data, feedback and results generated through
Services ("Virta IP") provided, however, that Virta IP excludes any personally identifiable information and
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protected health information ("PHI") under HIPAA ("Enrolled Member Data"). Any Enrolled Member Data that
has been de -identified by Virta shall be deemed Virta IP and may be used for all lawful uses, such as government
reporting, research, publishing, marketing, and product improvement.
Customer hereby grants to Virta a non-exclusive, fully paid -up and royalty -free right and license to use any
information or data provided by Customer to Virta ("Customer IP") in connection with its performance of Services
under this Agreement and for Virta's internal use after the performance of the Services. Such license shall survive
the expiration or termination of this Agreement. Virta acknowledges and agrees that it shall have no right, title or
interest in any Customer IP. Customer represents and warrants that it has full authority and power to grant the
license described in this Section 5.2.
5.3. Insurance. Coverages may be satisfied by any combination of primary, excess and/or umbrella
insurance. Virta agrees, during the term of this Agreement, to carry insurance in customary and appropriate coverage
amounts as follows:
a. Comprehensive general liability insurance with limits for bodily injury and property damage
of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the
aggregate;
b. Workers' compensation insurance with coverages no less than required by Applicable Law;
C. Professional liability insurance coverage with limits of not less than one million dollars
($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate; and
d. Cyber liability coverage with minimum limits of five million dollars ($5,000,000) per
occurrence and five million dollars ($5,000,000) in the aggregate.
6. TERM AND TERMINATION
6.1. Term. The initial term of this Agreement shall commence upon the Effective Date and conclude no
earlier than three (3) years following the Launch Date, or the date specified. This Agreement shall thereafter be
automatically renewed for up to two (2) additional annual periods of one (1) year each, unless either Party gives
written notice to the other of termination of this Agreement, with notice to be given not later than one hundred (120)
days prior to such anniversary date(s).
6.2. Termination for Cause. If a Party materially breaches this Agreement, the other Parry may terminate
this Agreement by giving thirty (30) days' prior written notice, provided that the material breach set forth in such
notice is not cured to the reasonable satisfaction of the non -breaching party within such thirty (30) day period.
6.3 Continuity of Care. Customer acknowledges that Virta may (in good faith) require additional time to
safely transition Enrolled Members out of the Services in the event of termination, and that Customer will be billed
according to the terms set forth herein and the applicable SOW until such Enrolled Members are completely
transitioned out of the Services.
6.4. Effects of Termination. Termination shall not relieve either Party of obligations incurred prior to the
effective date of the termination, including without limitation Customer's payment obligations. The following
provisions will survive any expiration or termination of this Agreement: Sections 5, 6, 7, 8, 9 and 10.
7. LIMITED WARRANTY AND DISCLAIMER
7.1. Limited Warrantv to Enrolled Members. In its terms of service with Enrolled Members, Virta may
provide a limited warranty regarding Services. This warranty, if supplied by Virta, and any warranties implied by
law, will run directly from Virta to Enrolled Members that accept the terms of service. Virta makes no warranties
to Customer and will have no liability to Customer for any warranties Customer makes to Covered Persons or
Enrolled Members regarding the Services.
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7.2. WARRANTY DISCLAIMER. EXCEPT FOR ANY EXPRESS WARRANTY THAT MAY BE
PROVIDED TO ENROLLED MEMBERS IN ACCORDANCE WITH SECTION 7.1, VIRTA MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT
OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. VIRTA
EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. VIRTA DOES NOT WARRANT AGAINST
INTERFERENCE WITH THE ENJOYMENT OF SERVICES OR AGAINST INFRINGEMENT. VIRTA DOES
NOT WARRANT THAT THE SERVICES ARE OR WILL BE ERROR -FREE OR THAT THE PROVISION OF
THE SERVICES WILL BE SECURE OR UNINTERRUPTED. CUSTOMER WILL HAVE NO RIGHT TO
MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF VIRTA TO ANY
ENROLLED MEMBER OR OTHER THIRD PARTY.
7.3 Customer Warranties. Customer represents and warrants to Virta that it has full power and authority to
enter into this Agreement and to contract with Virta with respect to Covered Persons as contemplated by this
Agreement. Customer shall not make any representations or warranties to Covered Persons or Enrolled Members
concerning the Services except as permitted in writing by Virta.
8. CONFIDENTIAL INFORMATION
8.1. Definition. "Confidential Information" means any proprietary information of a Party disclosed by one
Party to the other Party that is in written, graphic, machine readable, or other tangible form and (i) is marked
"Confidential" or "Proprietary" or in some other manner to indicate its confidential nature, or (ii) based upon the
facts and circumstances, information a reasonable person would consider confidential. Confidential Information
may also include oral disclosures provided that such information is designated as confidential at the time of
disclosure and reduced to a written summary by the disclosing Party within thirty (30) days after its oral disclosure,
which is marked in a manner to indicate its confidential nature and delivered to the receiving Party.
8.2. Exceptions. Confidential Information will not include any information that (a) was publicly known and
made generally available prior to the time of disclosure by the disclosing Parry, (b) becomes publicly known and
made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction
of the receiving Party, (c) is already in the possession of the receiving Party at the time of disclosure, (d) is obtained
by the receiving Party from a third party without a breach of such third party's obligations of confidentiality, or
(e) is independently developed by the receiving Party without use of or reference to the disclosing Party's
Confidential Information.
8.3. Non -Use and Non -Disclosure. Each Party will (a) treat as confidential all Confidential Information of
the other Parry, (b) not disclose such Confidential Information to any third party, except on a "need to know" basis
in order to carry out the intent of this Agreement and provided that such third party has signed a non -disclosure
agreement containing provisions substantially as protective as the terms of this Section and the disclosing Party has
obtained the written consent to such disclosure from the other Party, and (c) will not use such Confidential
Information except in connection with performing its obligations or exercising its rights under this Agreement. Each
Party is permitted to disclose the other Party's Confidential Information if required by Applicable Law so long as
the other Party is given prompt written notice of such requirement prior to disclosure and the opportunity to obtain
an order protecting such information from public disclosure.
8.4. Confidentiality of Agreement. Customer shall not disclose the terms of this Agreement (including any
SOW) to any third party without the consent of Virta, except as required by court order or other legal or regulatory
requirement, securities laws or other Applicable Law. Notwithstanding the above provisions, each Party may
disclose the terms of this Agreement (a) in connection with the requirements of a public offering or securities filing;
(b) in confidence, to attorneys, accountants, banks, and financing sources and their advisors on a "need to know"
basis; or (c) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
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8.5 Publicity. Notwithstanding anything in this Section 8 to the contrary, Customer agrees that Virta may
reference the Customer (including its logo) among a list of Virta customers on Virta's website or in marketing
collateral.
9. LIMITATION OF LIABILITY
9.1. Disclaimer of Damages. EXCEPT FOR ANY BREACH OF A PARTY'S CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 8, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED
UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL LOST
PROFITS, REPUTATIONAL HARM OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF
THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.2. Limitation of Liabilitv. UNDER NO CIRCUMSTANCES WILL VIRTA'S TOTAL LIABILITY OF
ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORUM AND
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE TWELVE
(12) MONTHS PRIOR TO THE CLAIM ARISING.
NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF A PARTY OR ITS
RELATED PERSONS TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A
MATTER OF LAW.
9.3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES
FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES
IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS
REFLECTED IN THE AGREED UPON COMPENSATION AND IS AN ESSENTIAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE
AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE
PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF
THEIR ESSENTIAL PURPOSE.
9.4. Indemnification.
a. Each Party (the "Indemnifying Party") shall indemnify, defend (at the other Party's request)
and hold such other Party and its members, managers, officers, employees, agents, representatives, heirs, successors
and permitted assigns, as applicable (the "Indemnified Parties") harmless from and against all costs, debts,
liabilities, losses, damages, and other expenses (including attorney, court, and expert witness fees and expenses)
(collectively, "Losses") incurred by or imposed by them in connection with any third -party claims, suits, actions,
demands or judgments ("Claims") arising out of (i) any breach of the warranties or obligations of the Indemnifying
Party under this Agreement; (ii) any violation of Applicable Law by the Indemnifying Party; or (iii) gross
negligence or willful misconduct by the Indemnifying Party while performing the Services or other obligations
under this Agreement.
b. As soon as is reasonably practicable after any Indemnified Party becomes aware of any Claim
such Indemnified Party shall notify the Indemnifying Party in writing, which notice shall describe the Claim in
reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Claim.
The failure of any Indemnified Party to promptly give the Indemnifying Party such notice shall not preclude such
Indemnified Party from obtaining indemnification under this Agreement, except to the extent that such Indemnified
Party's failure has materially prejudiced the Indemnifying Party's rights or materially increased its liabilities and
obligations hereunder. In the event of a third party Claim which is subject to indemnification under this Agreement,
the Indemnifying Party shall promptly defend such claim by counsel of its own choosing, subject to the approval of
the Indemnified Party, which approval shall not be unreasonably withheld, and the Indemnified Party shall
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cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the
basis stipulated by the Indemnifying Party (with the Indemnifying Parry being responsible for all costs and expenses
of such settlement). Notwithstanding the foregoing, the Indemnifying Party shall not enter into any such settlement
or compromise unless the Indemnifying Party shall have obtained a complete and unconditional release of the
Indemnified Party. If the Indemnifying Party, within a reasonable time after notice of a Claim, fails to defend the
Indemnified Party, which in no event shall exceed thirty (30) days, the Indemnified Party shall be entitled to
undertake the defense, compromise or settlement of such Claim at the expense of and for the account and risk of
the Indemnifying Party.
10. GENERAL
10.1. Independent Contractors. The relationship of the Parties established by this Agreement is that of
independent contractors, and nothing contained in this Agreement should be construed to give either Party the power
to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations
associated with each Party's business are the sole responsibility of that Party.
10.2. Non -Assignability and Binding Effect. Neither Party will assign its rights and obligations under this
Agreement without the written consent of the other Party, except that a Party may, without the consent of the other
Party, assign this Agreement to a successor to all or substantially all of its business that pertains to this Agreement,
whether by merger, acquisition, operation of law, sale, or otherwise. Subject to the foregoing, this Agreement will
be binding upon and inure to the benefit of the Parties and their successors and assigns.
10.3. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and
shall be sent to other Party by a nationally recognized courier service at the addresses provided in the SOW with a
copy provided via email to the address in the SOW. The effective date of any notice under this Agreement shall be
the date of verifiable receipt by the receiving Party. Either Party may change its address for receipt of notice by
notice to the other Party in accordance with this Section.
10.4. Force Maieure. Nonperformance of either Party will be excused to the extent that performance is
rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure
to perform is beyond the reasonable control of such Party.
10.5. Governing Law and Litigation. This Agreement is governed by the laws of the state of California,
without giving effect to provisions related to choice of laws or conflict of laws. Any dispute arising under or relating
in any way to this Agreement will be resolved exclusively by final and binding arbitration in San Francisco,
California under the rules of the American Arbitration Association, except that either party may bring a claim related
to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any
court of competent jurisdiction, without the posting of bond or other security.
10.6. Remedies Cumulative. The remedies provided to the Parties under this Agreement are cumulative and
will not exclude any other remedies to which a Party may be lawfully entitled.
10.7. Waiver and Severabilitv. The waiver by either Party of any breach of this Agreement does not waive
any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this
Agreement will not be a waiver of such Party's right to demand strict compliance in the future, nor will the same
be construed as a novation of this Agreement. If an arbitrator or court of law holds any provision of this Agreement
to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide the Party who would
otherwise receive the benefit of such provision the maximum protection permitted by applicable law, and (b) the
legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
10.8. Entire Agreement. This Agreement, including any exhibits, SOWS and schedules, is the final and
complete expression of all agreements between the Parties and supersedes all previous oral and written agreements
regarding these matters. It may be changed only by a written agreement signed by the Parties. The exhibits referred
to in this Agreement are incorporated by this reference as if fully set forth here.
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10.9. Execution in Countemarts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Counterparts may be signed and delivered in accordance with Section 10.3 (Notice) or via portable document format
(pdf) and email and shall be binding when received.
10.10. No Third-Partv Beneficiaries. Nothing set forth in this Agreement is intended to nor shall be construed
to confer any benefit or right of action upon any person or entity that is not a Party to this Agreement.
10.11. Representation on Authoritv of Parties/Signatories. Each person signing this Agreement represents and
warrants that they are duly authorized with legal capacity to execute and deliver this Agreement. Each Party
represents and warrants to the other that execution and delivery of the Agreement and performance of such Party's
obligations hereunder have been duly authorized, and the Agreement is a valid and legal agreement binding on the
Party and enforceable according to its terms.
10.12. Pbzizvback Clause. This Agreement will allow for public organizations or entities to piggyback on the
terms and conditions herein and hereunder to contract for the same or similar services.
CONTACT INFORMATION FOR NOTICES AND BILLING:
CUSTOMER:
Attn: Joanne Hinton
200 Texas Street
Fort Worth, TX 76102
Tel:
Email: Joanne.Hinton@fortworthtexas.gov
With a copy to:
Attn: Legal Department
(same address)
Email:
Attn: Billing Department, Joanne Hinton
(same address)
Email: Joanne.Hinton@fortworthtexas.gov
VIRTA MEDICAL P.C.
DPT# 17156
655 Montgomery Street, STE 490
San Francisco, CA, US, 94111-2635
Tel: (844) 847-8216
Email: customersuccess(avirtahealth.com
With a copy to:
Virta Health Corp.
Attention: Legal Department
legal@virtahealth.com
Virta Health Corp
Attention: Accounts Receivable
billing@virtahealth.com
IN WITNESS WHEREOF, the Parties hereby have caused this Agreement to be executed by their authorized
agents as of the Effective Date.
CITY OF FORT WORTH VIRTA MEDICAL P.C.
DocuSigned by:
By: C)-r By: S�
u41 tsar bUt$J4rt...
Name: Jesica McEachern Name: Leff Stanley
Title:
Assistant City Manager Title: medical Director and President
Date: Jan 9, 2024 Date: 12/28/2023
9 Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
EXHIBIT A
MAIN SERVICES AGREEMENT & STATEMENT OF WORK DEFINITIONS
"Administrative Services Only" or "ASO" means an arrangement in which a company funds its own employee
benefit plan, such as a health insurance program while purchasing only administrative services from the insurer.
"AMA" means the American Medical Association.
"Applicable Law" shall mean the applicable federal, state or local statute, regulation or guidance promulgated by
an agency, regulatory or licensing body or court order.
"Attributed Member" shall mean, for a given Measurement Period, any Enrolled Member who has been
Enrolled in a given Service for at least six (6) months.
"Baseline Ale" is an Enrolled Member's Alc that is recorded prior to the Enrollment Date of the Services.
"Baseline Monthly Prescription Claims Cost" is calculated by taking the average monthly Diabetes Specific
Pharmacy Costs for all Attributed Members over the twelve-month period prior to each Attributed Member's
Enrollment Date, when claims data is provided.
"Baseline Weight" is the first weight measurement recorded by Virta after the members' Enrollment Date.
"Covered Person" is the person entitled to receive benefits under programs offered and/or administered by
Customer, and/or its subsidiaries and/or affiliates, including by way of example employees, spouses, dependents,
etc.
"CPT" means Current Procedural Terminology and is a registered trademark of the AMA.
"Credit" means a forward -looking offset Virta provides to Customer (for direct billing) based on lack of
achievement of the Performance Guarantees during any Measurement Period provided in a Services Schedule.
"Diabetes Prescription Drugs" means those drugs set forth in a SOW, when prescribed for a diabetes indication.
"Diabetes Specific Pharmacy Cost" means the sum of the claims amount paid by plan for Attributed Members
for Enrolled Member Diabetes Prescription Drugs.
"eAlc Reading" means a value derived using Virta's correlation/prediction algorithms as applied to Enrolled
Member -reported blood glucose reading(s) on an FDA -approved meter.
"Eligibility Requirements" means the specific eligibility requirements for each Service listed in a Service
Schedule, which may be updated from time to time in Virta's sole discretion.
"Eligible Person" means a Covered Person with an eligible diagnosis (such as pre -diabetes, diabetes, obesity, etc.).
"Employer" means an employer of a Covered Person or Enrolled Member.
10 Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
"Enrolled Member" is the Covered Person who elects to participate in Service(s) selected by Customer on a SOW.
Should a member disenroll before becoming an Enrolled Member, Virta reserves the right to bill Customer a one-
time charge for such member equal to one (1) month of a member's PEMPM fees to recoup costs, which include
but are not limited to, care plan education, clinical intake, laboratory tests, and supplies.
"Enrollment Date" means the date upon which an Enrolled Member has met coverage eligibility and engaged in
an Episode of Care.
"Episode of Care" means any service provided by Virta in offering its care plan to Covered Persons, including lab
collection, clinical intake, provider visit, medical approval, counseling, or other value -add by Virta.
"Excluded Medical Conditions" means the conditions listed in the applicable SOW for which the Services are
contraindicated.
"FDA" means the U.S. Food and Drug Administration.
"Health Plan" means an insurance company, health maintenance organization or other organization that provides
or pays the cost of medical care.
"Implementation Fees" means the fees charged by Virta to the Customer associated with a new or additional
implementation of Services, or related activities performed by Virta.
"Launch Date" means the date upon which the Virta Services are first made available to Customer and/or its
Enrolled Members.
"Measurement Period" is the time period over which Performance Guarantees are measured, as defined in the
applicable SOW.
"Measurement Period Fees" means the fees for the Enrolled Members during the Measurement Period that will
be at risk for a failure to meet a Performance Guarantee.
"Measurement Period Monthly Rx Claims Cost" is the sum of the Attributed Members' Monthly Diabetes
Specific Pharmacy Costs during the Measurement Period.
"Per Enrolled Member Per Month" or "PEMPM" means the pricing stated in a SOW for a Service for each
Enrolled Member for each month.
"Performance Guarantees" or "PGs" are the clinical and financial targets outlined in a Service Schedule attached
to a SOW for the applicable Service. Different Performance Guarantees apply to each Service. Each Performance
Guarantee is subject to a pro rata Credit, of the aggregate Per Enrolled Member Per Month fees paid for the
Measurement Period of the Performance Guarantee up to 100% of such fees during each Measurement Period as
outlined in the Service Schedule. For the avoidance of doubt, PGs may be grouped, solely at the discretion of Virta,
based on tiers or lines of business.
"Reconciliation" is the process after each Measurement Period of determining if any Credit is due based on
achievement or lack thereof of the Performance Guarantees in a Service Schedule.
"Reconciliation Period" is the period following the end of a Measurement Period in which the Reconciliation is
completed. For calculation of the Diabetes Drug Prescription Cost Reduction Performance Guarantee, claims are
required that were incurred during the Measurement Period and paid anytime up to and including 90 days after the
end of the Measurement Period. Within one hundred and eighty (180) days after the end of the Measurement Period,
the Customer will provide claims data (including eligibility, Rx and Medical claims data) to Virta. The
Reconciliation Period begins on the day Virta gets all the claims data necessary to calculate the Performance
11 Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
Guarantees. Within sixty (60) days after the beginning of the Reconciliation Period, Virta will deliver an analysis
of the Performance Guarantees to Customer. The Customer then has sixty (60) days to accept the results and/or
perform an audit of the results after which point Credit audit rights shall expire. Failure to provide claims data in a
timely manner will automatically default PG analyses to Virta's dosage -based model (if available).
"Services" means one or more of the services offered by Virta, as selected in a SOW, including but not limited to
the following: (i) Diabetes Reversal; (ii) Diabetes Management; (iii) Pre -Diabetes Reversal; and (iv) Obesity
Reversal.
"Service Schedule(s)" means the schedule(s) attached to a SOW that outline the Eligibility Requirements,
marketing, billing, and Performance Guarantees for each Service.
"Trend" is the annual cost increase for diabetes management drugs on a per Member basis. This factor adjusts for
observed patterns in cost increases for a typical diabetic population driven by increased ingredient costs, increased
prescribing of higher cost novel drugs, and increases in overall utilization. From 2012 to 2017, the average annual
cost increase was 8.8%. Virta will evaluate Trend on an annual basis and use more recent Trend in calculations.
"Treatment A10 is an Enrolled Member's Alc measurement that is recorded during the period between thirty
(30) days prior to the end of the Measurement Period and sixty (60) days after the Measurement Period. If there is
more than one measurement in that period, it would be the measurement closest to the end of the measurement
period. If no lab A 1 c measurement is available during the measurement period, an eA1c Reading may be used.
"Treatment Weight" is an Enrolled Member's weight that is recorded during the period between thirty (30) days
prior to the end of the Measurement Period and sixty (60) days after the Measurement Period. If there is more than
one measurement in that period, it would be the measurement closest to the end of the measurement period.
12 Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
CITY OF FORT WORTH / VIRTA MEDICAL P.C.
STATEMENT OF WORK No. 1
This Statement of Work No. 1, effective as of January 1, 2024 ("Statement of Work Effective Date") is entered into
pursuant to that certain Main Services Agreement effective as of January 1, 2024 (the "Agreement") by and between City
of Fort Worth on behalf of itself and its affiliates ("Customer") and Virta Medical P.0 and its affiliates ("Virta" or the
"Company").
This Statement of Work No. 1, including any schedules hereto (together, this "SOW No. 1"), is hereby incorporated
by reference into and shall be part of the Agreement, unless otherwise specifically set forth herein. Any capitalized terms
in this SOW No. 1 that are not specifically defined shall have the meaning assigned to them in the Agreement. For the
avoidance of doubt, to the extent any term in this SOW No. 1 is inconsistent with any term in the Agreement, this SOW No.
1 shall govern.
1. SERVICESIr
_
VIRTA SERVICES Diabetes Diabetes Prediabetes Obesity
Reversal Management Reversal Reversal
Service(s) Selected
Launch Date
❑✓ ❑✓ ❑✓ ❑✓
January 1, 2024 January 1, 2024 January 1, 2024 January 1, 2024
Estimated Number of Covered 14,000 14,000 14,000 14,000
Persons
Pricing Per Enrolled Member Per First twelve (12)
Month (PEMPM) months: $225/month $79 $149 $149
*Month 13+: $175
Implementation Fees
(invoiced within 30 days of contract Waived
execution)
Billing Type Claims Billing
*Rates subject to change, implemented on a member -by -member basis, at anniversary of enrollment.
Specific terms for the Services, and additional services as applicable, including eligibility requirements, a list of Excluded
Medical Conditions and Performance Guarantees, are set forth in the attached Service Schedule(s).
2. FEES
Customer shall incur the applicable fees for the Service(s) for each Enrolled Member on the Enrollment Date and
on a monthly basis thereafter and the applicable Implementation Fees and other fees incurred (collectively, "Fees"). All
Implementation Fees and other non-PEMPM fees are nonrefundable. Virta reserves the right to change Fees with prior
written notification to Customer. All PEMPM Fees in this SOW shall be adjusted by no more than 3% on an annualized
basis over the term of this Agreement, based on the Launch Date anniversary, and applicable to all members. Fees unable
to be collected via Claims Billing will be billed by direct Invoice to Customer.
3. PERFORMANCE GUARANTEES
As applicable, Performance Guarantees (PGs) will be in effect for a period of time based on the services selected
("Measurement Period"). For Employers, the Measurement Period is the 12-month period following the first Enrolled
Member's Enrollment Date.
4. CARE PLAN ADHERENCE REQUIREMENTS
Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
Customer acknowledges that Enrolled Members of the Diabetes Reversal, Prediabetes Reversal, and Obesity
Reversal Services must meet adherence requirements, including being responsive to their care team's outreach and logging
required data points into the Virta app in order to remain enrolled in such Services. If such an Enrolled Member fails to
meet the adherence requirements, Virta will contact them and attempt to re-engage them. If the Enrolled Member continues
to fail to meet the adherence requirements, Virta will follow AMA guidelines for discharge and release the Enrolled Member
from the applicable Service within thirty (30) days. If Virta in its sole discretion deems it necessary to discharge such an
Enrolled Member for safety reasons, Virta will contact the Enrolled Member and transition their care back to their outside
provider as soon as safely possible.
5. BENEFIT COMMUNICATIONS
To be determined — Detailed communications planning, approval process, and scheduling to be mutually agreed
upon and defined during implementation phase.
IN WITNESS WHEREOF, the parties hereto have executed this Statement of Work as of the
Statement of Work Effective Date.
VIRTA MEDICAL PC
DocuSigned by:
By
7eff Stanley
Name
Title
Medical Director and President
12/28/2023
Date
CITY OF FORT WORTH
By C>-,-)��
Name Jesica McEachern
Title Assistant City Manager
Date Jan 9, 2024
2 Proprietary and Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
SCHEDULE 1
DIABETES REVERSAL: SERVICE SCHEDULE
1. ELIGIBILITY REQUIREMENTS FOR DIABETES REVERSAL
• Age: 18-79 Years Old
• One or more of
o Laboratory evidence of Type 2 Diabetes: Alc lab value >— 6.5 OR Fasting
plasma glucose >_126, OR 2—hour plasma glucose during a 75—g oral glucose
tolerance test >200:
o On Diabetes Prescription Medication listed below other than Metformin, a GLP-1 agonist, and/or an
SGLT-2 inhibitor;
o A documented diagnosis of Type 2 Diabetes
2. LIST OF EXCLUDED MEDICAL CONDITIONS FOR DIABETES REVERSAL
The Virta Clinicians will evaluate whether an exclusion applies, taking into consideration each applicant's unique
situation and making the determination based on safety. Virta reserves the right to update this non -exhaustive list of
excluded conditions at any time and to exclude individuals with medical contraindications in the sole discretion of its
treating licensed medical Providers
• Advanced heart failure
• Advanced chronic kidney disease
• Advanced liver disease
• Psychiatric disorders with psychotic features, active suicidal ideation, active mania, or impaired self -care
• Advanced neurologic disease resulting in unreliable compliance with the Virta care plan
• Type 1 diabetes
• Certain metabolic disorders (e.g., carnitine disorders, glycogen storage disease)
• Pregnant and breastfeeding women
• Patients using an insulin pump
• Pancreatic insufficiency or other gastrointestinal disorders causing significant fat malabsorption
• Conditions treated with Exclusion Medications, including without limitation Desmopressin (DDAVP®)
3. PERFORMANCE GUARANTEES FOR DIABETES REVERSAL
a. Applicability
The Performance Guarantee applies to 100% of the aggregate Per Enrolled Member Per Month fees incurred for
Diabetes Reversal over the course of the Measurement Period.
b. Clinical & Financial Performance Guarantees
Diabetes Reversal has three (3) Performance Guarantees: (i) Alc reduction; (ii) Weight reduction; and (iii)
Diabetes Prescription reduction. Each of these three Performance Guarantees will be calculated independently and
comprise up to one-third (1/3) of the total possible Credit of the Diabetes Reversal Fees incurred in the Measurement
Period. Baseline to be adjusted for overall prescription cost Trend.
Performance I Performance Guarantee Target
Guarantee
Alc Reduction >: 1.0 Reduction
Weight 2: 5.0% weight reduction
Reduction
Minimum Attributed Fees at
Member Count [Risk (°
50+ 33 1/3%
50+ 33 1/3%
Proprietary and Confidential
3
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
Rx Reduction >_ 40% Diabetes Rx cost savings/dosage 300+/50 - 299 33 1/3%
reduction
Total 100%
(i) Alc Reduction Performance Guarantee. Solely for Attributed Members in the Diabetes Reversal
Service whose Baseline Alc is greater than or equal to 6.5 and provided that there are at least fifty (50) such Attributed
Members, the average reduction in Ale levels (From Baseline Ale to Treatment Alc) will be greater than or equal to 1.0.
If Treatment A 1 c is not available for an Enrolled Member, such Member will not be included in any performance
guarantee calculations. Failure to meet this Performance Guarantee over the Measurement Period will result in a pro rata
Credit to Customer of up to one-third (1/3) of the Diabetes Reversal Fees incurred in the Measurement Period.
(ii). Weight Reduction Performance Guarantee. Solely for Attributed Members in the Diabetes Reversal
Service whose BMI is greater than or equal to 30 and provided that there are at least fifty (50) such Attributed Members,
the total reduction in weight of the Attributed Members (from Baseline Weight to Treatment Weight) divided by the total
Baseline Weight of the Attributed Members will be greater than or equal to 5%. If no Baseline Weight is available for an
Enrolled Member such Enrolled Member will not be included in any performance guarantee calculations. Failure to meet
this Performance Guarantee over the Measurement Period will result in a pro rata Credit to Customer of up to one-third
(1/3) of the Diabetes Reversal Fees incurred in the Measurement Period.
(iii) Diabetes Prescription Reduction Performance Guarantee. Provided that there are at least three
hundred (300) Attributed Members in the Diabetes Reversal Service, and the Customer can provide a single Rx historical
claims file (including Rx data) and historical eligibility file for reconciliation, the average reduction in cost of Diabetes
Prescription Drugs listed below for the Attributed Members will be greater than or equal to 40% over the Measurement
Period. Performance guarantee calculations will only include Diabetes Prescription Drugs that the Enrolled Member was
prescribed at the time of enrollment. Alternatively, provided that there are at least fifty (50) Attributed Members in the
Diabetes Reversal Service, the average reduction in dosage of Diabetes Prescription Drugs listed below (excluding
Biguanides) for the Attributed Members will be greater than or equal to 40% over the Measurement Period. The inability
to provide claims data in a timely manner (whether by Customer, its vendors, or third -party carriers) will automatically
default PG analyses to Virta's dosage -based model (if available). Failure to meet this Performance Guarantee over the
Measurement Period will result in a pro rata Credit to Customer of up to one-third (1/3) of the Diabetes Reversal Fees
incurred in the Measurement Period.
4. PERFORMANCE GUARANTEE DIABETES PRESCRIPTION DRUG/SUPPLY LIST*
• Alpha-Glucosidase Inhibitors
• Amylinomimetics
• Biguanides (e.g., metformin)
• Dipeptidyl Peptidase-4 (DPP-4) Inhibitors
• Glucagon-Like Peptide-1 (GLP-1)
Receptor Agonists
• Dual GLP-1 Receptor and Glucose -
Dependent Insulinotropic Polypeptide
(GIP) Receptor Agonist
• Insulin
• Meglitinide Analogues
• Sodium -Glucose Co -Transporter 2
(SGLT2) Inhibitors
• Sulfonylureas
• Thiazolidinediones
• Combination Medications
• DPP-4 Inhibitor-Biguanide Combinations
• DPP-4Inhibitor-Thiazolidinedione
Combinations
• Insulin-GLP-1 Receptor Agonist
Combinations
• SGLT2 Inhibitor - DPP-4 Inhibitor
Combinations
• SGLT2 Inhibitor-Biguanide Combinations
• Sulfonylurea-Biguanide Combinations
• Thiazolidinedione-Biguanide
Combinations
• Diabetic Supplies
• Glucose Monitoring Supplies
• Insulin Administration Supplies
Proprietary and Confidential
n
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
* Performance Guarantee is not in effect for a medication where the patient has a non-glycemic indication for that
medication
SCHEDULE 2
DIABETES MANAGEMENT: SERVICE SCHEDULE
1. ELIGIBILITY REQUIREMENTS FOR DIABETES MANAGEMENT
• Age: 2: 18 Years Old
• A self -reported, documented diagnosis of Type 1 or Type 2 diabetes
2. LIST OF EXCLUDED MEDICAL CONDITIONS FOR DIABETES MANAGEMENT
• If not under the care and oversight of a primary care provider or endocrinologist for diabetes medical
advice and care, Member should not enroll
3. PERFORMANCE GUARANTEE FOR DIABETES MANAGEMENT
• Not applicable
Proprietary and Confidential
5
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
SCHEDULE 3
PREDIABETES REVERSAL: SERVICE SCHEDULE
1. ELIGIBILITY REQUIREMENTS FOR PREDIABETES REVERSAL
Age: 18-79 Years Old
• One of:
o Baseline Ale lab value from 5.7 to 6.4 inclusive;
o A documented diagnosis of prediabetes;
o Fasting Blood Glucose level of 100-125 mg/dL or 2h Oral Glucose Tolerance level of 140-199 mg/dL;
o Not on diabetes medication other than metformin (unless on diabetes medication for non-glycemic
indications).
2. LIST OF EXCLUDED MEDICAL CONDITIONS FOR PREDIABETES
The Virta Clinicians will evaluate whether an exclusion applies, taking into consideration each applicant's unique
situation and making the determination based on safety. Virta reserves the right to update this non -exhaustive list of
excluded conditions at any time and to exclude individuals with medical contraindications in the sole discretion of its
treating licensed medical Providers.
• Advanced heart failure
• Advanced chronic kidney disease
• Advanced liver disease
• Psychiatric disorders with psychotic features, active suicidal ideation, active mania, or impaired self -care
• Advanced neurologic disease resulting in unreliable compliance with the Virta care plan
• Type 1 diabetes
• Certain metabolic disorders (e.g., carnitine disorders, glycogen storage disease)
• Pregnant and breastfeeding women
• On an insulin pump
• Pancreatic insufficiency or other gastrointestinal disorders causing significant fat malabsorption
• Conditions treated with Exclusion Medications, including without limitation Desmopressin (DDAVP®)
3. PERFORMANCE GUARANTEE FOR PREDIABETES REVERSAL
a. Applicability
The Performance Guarantee applies to 100% of the aggregate Per Enrolled Member Per Month fees incurred for
Prediabetes Reversal over the course of the Measurement Period.
b. Clinical & Financial Performance Guarantees
Prediabetes Reversal has one (1) Performance Guarantee: (i) Weight reduction, comprising up to
ible Credit of the Prediabetes Reversal Fees incurred in the Measurement Period.
100% of the total
Weight Reduction ;-> 5.0% weight reduction 50+ 100%
Total 100%
(i) Weight Reduction Performance Guarantee. Solely for Attributed Members in the Prediabetes Reversal Service
whose BMI is greater than or equal to 30 and provided that there are at least fifty (50) such Attributed Members, the total
reduction in weight of the Attributed Members (from Baseline Weight to Treatment Weight) divided by the total Baseline
Weight of the Attribute Members will be greater than or equal to 5%. If no Baseline Weight is available for an Enrolled
Member such Enrolled Member will not be included in any performance guarantee calculations. Failure to meet this
Performance Guarantee over the Measurement Period will result in a pro rata Credit to Customer of up to 100% of the total
Prediabetes Reversal Fees incurred in the Measurement Period.
Proprietary and Confidential
rel
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
SCHEDULE 4
OBESITY REVERSAL: SERVICE SCHEDULE
1. ELIGIBILITY REQUIREMENTS FOR OBESITY REVERSAL
• Age: 18-79 Years Old
• Enrolled Members whose Body Mass Index ("BMI") is greater than or equal to 30, unless otherwise
mutually agreed upon.
2. LIST OF EXCLUDED MEDICAL CONDITIONS FOR OBESITY REVERSAL
The Virta Clinicians will evaluate whether an exclusion applies, taking into consideration each applicant's unique
situation and making the determination based on safety. Virta reserves the right to update this non -exhaustive list of
excluded conditions at any time and to exclude individuals with medical contraindications in the sole discretion of its treating
licensed medical Providers.
• Advanced heart failure
• Advanced chronic kidney disease
• Advanced liver disease
• Psychiatric disorders with psychotic features, active suicidal ideation, active mania, or impaired self -care
• Advanced neurologic disease resulting in unreliable compliance with the Virta care plan
• Type 1 diabetes
• Certain metabolic disorders (e.g., carnitine disorders, glycogen storage disease)
• Pregnant and breastfeeding women
• Patient on insulin pump
• Pancreatic insufficiency or other gastrointestinal disorders causing significant fat malabsorption
• Conditions treated with Exclusion Medications, including without limitation Desmopressin (DDAVP®)
3. PERFORMANCE GUARANTEE FOR OBESITY REVERSAL
a. Applicability
The Performance Guarantee applies to 100% of the aggregate Per Enrolled Member Per Month fees incurred for
Obesity Reversal over the course of the Measurement Period.
b. Clinical & Financial Performance Guarantees
Obesity Reversal has one (1) Performance Guarantee: (i) Weight reduction, comprising up to 100% of the total
possible Credit of the Obesity Reversal Fees incurred in the Measurement Period.
Performance I Performance Guarantee Target
Guarantee
Minimum Attributed I Fees at
Member Count Risk (%)
Weight >_ 5.0% weight reduction 50+ 100%
Reduction
Total 100%
(i) WeiLyht Reduction Performance Guarantee. Solely for Attributed Members in the Obesity Reversal Service
whose BMI is greater than or equal to 30 and provided that there are at least fifty (50) such Attributed Members, the total
reduction in weight of the Attributed Members (from Baseline Weight to Treatment Weight) divided by the total
Baseline Weight of the Attribute Members will be greater than or equal to 5%. If no Baseline Weight is available for an
Enrolled Member such Enrolled Member will not be included in any performance guarantee calculations. Failure to meet
this Performance Guarantee over the Measurement Period will result in a pro rata Credit to Customer of up to 100% of
the total Obesity Reversal Fees incurred in the Measurement Period.
Proprietary and Confidential
VA
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
0
virta
Business Associate Agreement
This Business Associate Agreement (the "Agreement") is a legal agreement made between you ("You"
or "Your" or "Covered Entity") and Virta Medical, PC and its affiliates ("Business Associate" or "Virta")
for the purpose of implementing the requirements of Health Insurance Portability and Accountability
Act of 1996 ("HIPAA"). The Agreement refers to the Terms of Service entered into between You and
Business Associate governing Your use of Business Associate's development and delivery of therapies to
restore metabolic health in chronic disease patients by combining advanced biochemistry, clinical
expertise, data science and digital tools (the "Services"). If there is any conflict between a provision in
this Agreement and a provision in the Terms of Service, this Agreement will control.
WHEREAS, in the course of obtaining the Services from Business Associate, it is necessary for You, from
time to time, to provide Protected Health Information ("PHI"), as such term is subsequently defined
herein, to Business Associate;
WHEREAS, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health
Act of 2009 (the "HITECH Act"), and their associated regulations, specifically, 45 C.F.R. §§ 160, 162 and
164, Standards for Privacy of Individually Identifiable Health Information, Final Rule (the "Privacy Rule")
and Health Insurance Reform: Security Standards, Final Rule (the "Security Rule") (collectively referred
to as "HIPAA/HITECH"), require Covered Entity to ensure that Business Associate will appropriately
safeguard PHI and use, and, if necessary, disclose PHI only as necessary to provide the Services for
Covered Entity, consistent with its engagement by Covered Entity and applicable law; and
WHEREAS, Business Associate is directly subject to the Final Security Rule to the same extent as Covered
Entity, may use and disclose PHI only in compliance with the terms of this Agreement, and is subject to
the privacy subtitle of the HITECH Act to the same extent as Covered Entity by operation of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
worth and sufficiency of which as legal consideration are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. DEFINITIONS
1.1 For the purposes of this Agreement, all capitalized terms not defined herein shall have the
meanings defined in the HIPAA Rules, as may be amended from time to time.
1.2 "Business Associate" shall generally have the same meaning as the term "business associate" at
Business Associate Agreement 1 Virta Confidential
DocuSign Envelope ID: 3534DDE4-A1E8-45B1-BFEO-3C9F68527EC2
45 C.F.R. § 160.103, and in reference to this Agreement, shall mean Virta Medical, PC.
1.3 "Breach" shall mean the unauthorized acquisition, access, use, or disclosure of Unsecured PHI
that compromises the security or privacy of such information. A Breach shall not include: (1) any
unintentional acquisition, access, or use of PHI by a Workforce member or person acting under the
authority of Covered Entity, Business Associate, or Subcontractor if such acquisition, access, or use was
made in good faith and within the scope of authority, and the PHI was not further acquired, accessed,
used, or disclosed; (2) any inadvertent disclosure by a person who is authorized to access PHI at Covered
Entity, Business Associate, or Subcontractor to another person authorized to access PHI at the same
entity, or at an organized health care arrangement in which Covered Entity participates, and the
information received as a result of such disclosure is not further acquired, accessed, used, or disclosed;
or (3) a disclosure of PHI where Covered Entity or Business Associate has a good faith belief that an
unauthorized person to whom the disclosure was made would not reasonably have been able to retain
such information.
1.4 "Electronic Protected Health Information" ("EPHI") is PHI that is maintained in electronic media
or transmitted by electronic media. EPHI is a subset of PHI.
1.5 "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at
45 C.F.R. §§ 160, 162 and 164.
1.6 "Information System" shall mean an interconnected set of information resources under the
same direct management control that shares common functionality. A system normally includes
hardware, software, information, data, applications, communications, and people.
1.7 "Protected Health Information" ("PHI") shall have the meaning given to such term in 45 C.F.R. §
160.103, limited to the information created or received by Business Associate from or on behalf of
Covered Entity.
1.8 "Security Incident" shall mean the attempted or successful unauthorized access, use, disclosure,
modification, or destruction of information or interference with system operations in an information
system.
1.9 "Unsecured PHI" means PHI that is not rendered unusable, unreadable, or indecipherable to
unauthorized individuals through the use of a technology or methodology specified by the Secretary of
the U.S. Department of Health and Human Services ("Secretary") in the guidance issued under section
13402(h)(2) of the HITECH Act codified at 42 U.S.C. § 17932(h).
1.10 "Workforce" shall mean employees, volunteers, trainees, and other persons whose conduct, in
the performance of work for Covered Entity, Business Associate or Subcontractor, is under the direct
control of such entity, whether or not they are paid by Covered Entity, Business Associate or
Subcontractor.
2. TERM AND TERMINATION
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2.1 Term.
This Agreement shall continue in effect until the earlier of (1) termination by a Party for breach as
set forth in paragraph 213, below, or (2) expiration of the Terms of Service entered into between
the Parties.
2.2 Termination.
Business Associate authorizes termination of this Agreement by Covered Entity upon Covered
Entity's knowledge of a material breach by Business Associate. Upon violation of a material term
of this Agreement by Business Associate, Covered Entity may either:
A. Provide a fifteen (15) day opportunity for Business Associate to cure the material breach or
end the violation and, if Business Associate does not cure the material breach or end the
violation within the fifteen (15) day period, Covered Entity may terminate this Agreement and
any other Terms of Service or agreement between Covered Entity and Business Associate
pursuant to which Business Associate provides the Services to Covered Entity (the "Services
Agreement");
B. If Business Associate has breached a material term of this Agreement and cure is not, in
Covered Entity's reasonable determination, possible, Covered Entity may immediately
terminate this Agreement and the Services Agreement; or
C. If neither termination nor cure are, in Covered Entity's sole determination, feasible, Covered
Entity may report the violation to the Secretary.
2.3 Except as provided below, upon termination of this Agreement for any reason, Business
Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity. This provision shall also apply to PHI that is in the possession of
subcontractors or agents of Business Associate. Neither Business Associate nor any subcontractor or
agent of Business Associate shall retain copies of the PHI.
A. If Business Associate reasonably determines that returning or destroying the PHI is
infeasible (such as when retention of PHI is required for archival purposes to evident the
Services provided), Business Associate shall provide to Covered Entity notification of the
conditions that make return or destruction infeasible. Upon Covered Entity's written
confirmation that return or destruction of PHI is infeasible, Business Associate may retain
the PHI that is not feasible to return for so long as it remains infeasible to return such PHI.
In such event, Business Associate shall extend the protections of this Agreement to such PHI
and limit further uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such PHI.
B. The provisions of this Section shall survive termination of this Agreement.
3. OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Business Associate shall comply with the use and disclosure provisions of the Privacy Rule in
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performing its obligations under any agreement for services with Covered Entity and to not use or
disclose PHI other than as permitted or required under this Agreement or as Required by Law. Further,
Business Associate shall not use or disclose PHI in any manner that would constitute a violation of the
Privacy Rule if so used or disclosed by Covered Entity.
3.2 Business Associate shall implement and use appropriate safeguards to prevent use or disclosure
of PHI other than as provided for by this Agreement.
3.3 Business Associate shall implement administrative, physical, and technical safeguards to protect
the confidentiality, integrity, and availability of EPHI that it creates, receives, maintains, or transmits on
behalf of Covered Entity, and to otherwise comply with the Security Rule in performing Business
Associate's obligations under this Agreement.
3.4 Business Associate shall use best efforts to secure PHI to make it unusable, unreadable, or
indecipherable to unauthorized individuals through the use of a technology or methodology specified by
the Secretary in its annual guidance issued under section 13402(h) of the HITECH Act, codified at 42
U.S.C. § 17932(h).
3.5 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of
this Agreement.
3.6 Business Associate shall, as soon as reasonably practicable and in no event later than sixty (60)
days of discovery of the same, report to Covered Entity any use or disclosure of PHI not provided for by
this Agreement of which it becomes aware, including, but not limited to, any Security Incident and any
unauthorized acquisition, access, use, or disclosure of PHI, provided that notice is hereby deemed given
for Unsuccessful Security Incidents and no further notice of such Unsuccessful Security Incidents shall be
given. For the purposes of this paragraph, "Unsuccessful Security Incidents" mean, without limitation,
pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -on
attempts, denial of service attacks, and any combination of the above, as long as no such incident
results in unauthorized access, acquisition, Use, or Disclosure of PHI.
3.7 Business Associate shall develop policies and procedures to both detect and report Breaches of
PHI to the Covered Entity. Copies of such policies and procedures shall be made available to the
Covered Entity upon the Covered Entity's Request.
3.8 Business Associate shall, following the discovery of a Breach or potential Breach of PHI, notify
Covered Entity of such Breach.
A. Business Associate shall provide initial notice of the Breach as soon as reasonably
practicable and in no event later than sixty (60) days after the discovery of the Breach. A
Breach shall be treated as discovered as of the first day on which the Breach is known to the
Business Associate.
B. The initial notice shall include, to the extent possible, the identification of each individual
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whose PHI has been, or is reasonably believed by the Business Associate to have been,
accessed, acquired, or disclosed during such Breach. Business Associate shall make best
efforts to collect and provide to Covered Entity as soon as possible any such information
that Business Associate is unable to provide in the initial notice.
3.9 Business Associate shall, following notification to Covered Entity of a Breach of PHI, cooperate
with Covered Entity in providing any and all information required for Covered Entity to comply with the
breach notification provisions of section 13402 of the HITECH Act and the implementing regulations set
forth in Subpart D of the Privacy Rule (45 C.F.R. §§ 164.400, et seq.) and any other applicable breach
notification laws and regulations of which Business Associate is informed of by Covered Entity.
3.10 Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that the
Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of Covered Entity or
an Individual, and in the time and manner designated by the Covered Entity.
3.11 At the request of Covered Entity, Business Associate shall provide prompt access to PHI to
Covered Entity or, as directed by Covered Entity, to an Individual, in order to meet the Individual's right
of access requirements under HIPAA.
3.12 Business Associate shall enter into legally binding agreements with each of its subcontractors
and agents to ensure that any subcontractor agent to whom Business Associate provides PHI received
from, or created or received by, Business Associate on behalf of Covered Entity agrees to the same
restrictions and conditions that apply through this Agreement to Business Associate with respect to such
information.
3.13 Business Associate agrees to provide access to Covered Entity, in the time and manner
designated by the Covered Entity, to PHI in a Designated Record Set, or, as directed by Covered Entity,
to an Individual in order to meet the requirements of 45 C.F.R.
§ 164.524.
3.14 Business Associate shall make any amendment to PHI that Covered Entity directs, or to which
Covered Entity agrees pursuant to an Individual's right to request amendment to his or her PHI under
H I PAA.
3.15 For purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule
and Security Rule, Business Associate shall make available to the Secretary, in a time and manner
designated by the Secretary, its internal practices, books, and records (including policies and
procedures), relating to the use and disclosure of PHI received from, or created or received by, Business
Associate on behalf of Covered Entity.
3.16 Business Associate shall document such disclosures of PHI 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 PHI in accordance with the Individual's right to receive such accounting
under HIPAA.
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3.17 Business Associate shall provide to Covered Entity or an Individual, information collected in
accordance with Section 3 of this Agreement, to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with the Individual's right to receive such
accounting under HIPAA.
3.18 Business Associate is required to comply with an Individual's restriction request, except as
otherwise Required by Law, if it is to a health plan for payment or health care operations and pertains to
a health care item or service for which the health care provider was paid in full "out of pocket" by the
Individual.
3.19 Business Associate and its agent(s) and subcontractor(s) are prohibited from directly or
indirectly receiving any remuneration in exchange for an individual's PHI unless done with consent of
Covered Entity and pursuant to and in compliance with 45 C.F.R. § 508(a)(4).
4. OBLIGATIONS OF COVERED ENTITY
4.1 In addition to any other obligation set forth in this Agreement, Covered Entity agrees that it will:
(i) not make any disclosure of PHI to Business Associate if such disclosure would violate HIPAA, the
HITECH Act or any applicable federal or state law or regulation; and (ii) not request Business Associate
to use or make any disclosure of PHI in any manner that would not be permissible under HIPAA, the
HITECH Act or any applicable federal or state law or regulation if such use or disclosure were done by
Covered Entity.
4.2 Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of
privacy practices, to the extent that such limitation may affect Business Associate's use or disclosure of
PHI.
4.3 Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by
an individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use
or disclosure of such PHI.
4.4 Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI to
which Covered Entity has agreed and thus Business Associate is bound, to the extent that such
restriction may affect Business Associate's use or disclosure of PHI.
5. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
5.1 Except as otherwise limited by this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities of
the Business Associate.
5.2 Except as otherwise limited by this Agreement, Business Associate may disclose PHI for the
proper management and administration of the Business Associate, provided that disclosures are
Required By Law, or Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and be 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
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Associate of any instances of which it is aware in which the confidentiality of the information has been
breached.
5.3 Except as otherwise limited by this Agreement, Business Associate may use PHI to provide Data
Aggregation services to Covered Entity as permitted by 45 C.F.R.
§ 164.504(e)(2)(i)(B).
6. NOTICE
6.1 Whenever, under the terms of this Agreement, written notice is required or permitted to be
given by one Party to the other Party, such notice shall be governed by the Services Agreement, with the
exception of Notice required under Section 3 of this Agreement regarding unauthorized disclosure of
PHI or a Breach. Such notice shall initially be done via electronic mail to the addresses set forth below:
If to Business Associate: Attn: Legal Department
201 California St
San Francisco, CA 94111
1-844-VIRTA-16
with an email copy, which shall not constitute notice to:
legal@virtahealth.com
Attn:Joanne Hinton
If to Covered Entity: City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Email: Joanne.Hinton@fortworthtexas.gov
Either party may from time to time designate another place for receipt of future notices by providing
written notice to the other in accordance with this Section.
7. INDEMNIFICATION
7.1 Covered Entity shall indemnify, hold harmless and defend Business Associate from and against
any and all claims, losses, liabilities, costs and other expenses resulting from, or relating to, the acts or
omissions of Covered Entity or by its employees, directors, officers, subcontractors, or agents in
connection with the duties and obligations of Covered Entity under this Agreement, including, without
limitation, any reasonable expenses Business Associate incurs relating in any way to a Breach caused by
Covered Entity or its subcontractors or agents. The parties' respective rights and obligations under this
Section 7 shall survive termination of the Agreement.
8. MISCELLANEOUS
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8.1 This Agreement sets forth the entire understanding and agreement between the parties relating
to the use and disclosure of PHI and shall be binding upon the parties and their respective successors,
heirs and assigns. All prior negotiations, agreements, and understandings regarding the use and
disclosure of PHI are superseded hereby.
8.2 This Agreement may not be amended or revised except with the written consent of the parties.
The parties agree to take such action as is necessary to amend this Agreement from time to time as is
necessary for the parties to comply with the requirements of HIPAA/HITECH, as may be amended from
time to time.
8.3 This Agreement shall be automatically assigned to and assumed by any legal successor or affiliate
of the assignor who or which assumes responsibility for assignor's obligations under any agreement
between the parties concerning the services provided by Business Associate for or on behalf of Covered
Entity.
8.4 This Agreement shall be construed in accordance with and governed by the internal laws of
California without regard to its conflict of laws principles. Each party (i) agrees that all actions and
proceedings arising from or related to this Agreement or its subject matter may be litigated in state or
federal courts located in the Northern District of California and (ii) consents and submits to the personal
jurisdiction and venue of any such court. If any action at law or in equity is necessary to enforce or
interpret the terms of the Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
costs and necessary disbursements in addition to any other relief to which such party may be entitled.
8.5 The invalidity or unenforceability of any particular provision or part thereof of this Agreement
shall not affect the remainder of this Agreement, and this Agreement shall be construed in all respects as
if such invalid or unenforceable provision or part thereof had been omitted.
8.6 This Agreement shall not create nor be deemed to create any relationship between Covered Entity
and Business Associate other than that of independent contractors contracting with each other solely for
the purpose of performing the Services Agreement. Business Associate is not an agent of Covered Entity.
Neither Covered Entity nor Business Associate shall assume or be responsible for the acts, omissions,
liabilities, debts, or other obligations of the other party, other than as specifically set forth in this
Agreement and the agreement pursuant to which Business Associate provides the Services to Covered
Entity.
8.7 Any failure or delay by either party in exercising any right under this Agreement shall not operate
as a waiver of such party's rights, nor shall any single or partial exercise of any right serve to preclude a
subsequent exercise of such right.
8.8 Any ambiguity in this Agreement shall be resolved to permit Covered Entity and Business
Associate to comply with the HIPAA/HITECH.
8.9 Notwithstanding anything to the contrary in this Agreement, nothing herein shall be construed to
require Business Associate to take any action, the consequence of which could reasonably be foreseen to
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result in the waiver or loss of any legal right or ethical obligation of either Covered Entity or Business
Associate to keep any information confidential.
8.10 This Agreement may be executed in one or more counterparts and each of such counterparts
shall, for all purposes, be deemed to be an original, but all of such counterparts shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above.
Covered Entity Business Associate
City of Fort Worth Virta Medical, PC
D—Signed by:
By: cv� By: 12741E88FBD834FE...
Sf
Title: Assistant City Manager Title: medical Director and President
Date: Jan 9, 2024 Date: 12/28/2023
Addr: 200 Texas Street
Fort Worth, Texas 76102
Business Associate Agreement 9 Virta Confidential
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ADDENDUM TO VIRTA MAIN SERVICES AGREEMENT & BUSINESS
ASSOCIATE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND VIRTA MEDICAL P.C.
This Addendum to the Virta Main Services Agreement & Business Associate Agreement
("Addendum") is entered into by and between Virta Medical P.C. ("Vendor") and the City of Fort
Worth ("City"), collectively the "Parties."
The Contract documents shall include the following:
l . The Virta Main Services Agreement, including all Statement of Works;
2. The Virta Business Associate Agreement; and
3. This Addendum.
Notwithstanding any language to the contrary in the attached Virta Main Services
Agreement and Business Associate Agreement (collectively, the "Agreement"), the Parties hereby
stipulate by evidence of execution of this Addendum below by a representative of each party duly
authorized to bind the Parties hereto, that the Parties hereby agree that the provisions in this
Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire three years after
the Launch Date, or the date specified in the Agreement (the "Expiration Date"), unless terminated
earlier in accordance with the provisions of the Agreement. The Agreement will automatically
renew for two (2) successive one-year renewal options, each a "Renewal Term" unless either Party
gives written notice to the other of termination of the Agreement, with notice to be given not later
than one hundred twenty (120) days.
2. Termination.
a. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach thirty (30) calendar days
after receipt of notice from the non -breaching party, or other time frame as agreed to by
the parties. If the breaching party fails to cure the breach within the stated period of time,
the non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
b. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
Addendum Page I of 4
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C. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine-readable format or other format deemed acceptable to City.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
4. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
5. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
6. Indemnity. To the extent the Agreement, in any way, requires City to indemnify
or hold Vendor or any third party harmless from damages of any kind or character, City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
7. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
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8. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
9. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement not more than once annually. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. City shall
give Vendor reasonable advance notice of intended audits.
(Signature page follows)
Addendum Page 3 of 4
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ACCEPTED AND AGREED:
CITY:
City of Fort Worth
By: C�MQ
Name: Jesica McEachern
Title: Assistant City Manager
Date: Jan 9, 2024
Approval Recommended:
K V w
By:
Name:
Kacey Bess
Title:
Kacey Bess
Attest:
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By:
Name:
Jannette S. Goodall
Title:
City Secretary
VENDOR:
Virta Medical P.C.
DocuSigned by:
Sa.
By:
Name:
Jeff Stanley
Title:
President
Date:
12/28/2023
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name:
Joanne Hinton
Title:
Benefits Manager
Approved as to Form and Legality:
By:
Name: Jessika J. Williams JB Strong
Title: Assistant City Attorney
Contract Authorization:
M&C:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 4 of 4