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HomeMy WebLinkAboutContract 58827-A1CSC No. 58827-A1 AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 58827 This Amendment is entered into by and between the City of Fort Worth (hereafter "City"), and Integer Health Technologies, LLC ("Vendor"). City and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, in December 2022, the Parties entered into City Secretary Contract 58827 for Vendor to provide data analytics relating to the claims in the City's Workers' Compensation Program ("Agreement/Contract"); WHEREAS, the Parties wish to amend the Agreement and its Exhibits to revise the pricing schedule and compensation provisions of the Agreement, as well as the scope of services; and WHEREAS, the Parties also wish to amend the Agreement to authorize a pro-rata payment of $16,583.33 for Services provided from December 1, 2023 to January 31, 2024. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS 1. Section 2 of the Agreement, Term, shall be deleted in its entirety and amended to read as follows: This Agreement shall begin on December 1, 2023. Services will be provided at a prorated payment for the service periods of December 1, 2023 to January 31, 2024 ("Prorated Term"). A three year Service term will be provided beginning February 1, 2024 and ending November 30, 2027 ("Three Year Term"), unless terminated earlier in accordance with this Agreement. 2. Section 3 of the Agreement, Compensation, shall be deleted in its entirety and amended to read as follows: City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the provisions of this Agreement. For Services provided between December 1, 2023 to January 31, 2024, City will pay vendor a pro-rata payment of SIXTEEN THOUSAND, FIVE HUNDRED AND EIGHTY-THREE DOLLARS AND THIRTY-THREE CENTS ($16,583.33). For Services provided for the Three Year Term beginning February 1, 2024 to November 30, 2027, City will pay Vendor FIFTY THOUSAND DOLLARS ($50,000.00) annually. Payments will be made within 30 days of receiving an invoice. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 58827-Al 3. Exhibit "A," Scope of Services and Exhibit "B," Price Schedule, shall be deleted in their entirety replaced with the amended Exhibits "A" and "B," attached hereto. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. CSC No. 58827-A1 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: v of this contract, including ensuring all Name: Jesica McEachern performance and reporting requirements. Title: Assistant City Manager Date: By: APPROVAL RECOMMENDED: Name: Chris Lam Title: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Dianna Giordano Title: HR Director �oFORr°°°o By. ATTEST: Name: Jessik p � �oo,9�d a Williams ova F>o =o Title: Assistant City Attorney �IlIl TEXP`�44p CONTRACT AUTHORIZATION: By: M&C: Name: Jannette Goodall Title: City Secretary Vendor: Integer HealtUechnologies, LLC By: Name: Scott Roloff Title: President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 58827-Al EXHIBIT A SCOPE OF SERVICES Section 1 Workers' Compensation Services. The Vendor will give the City access to an internet portal (the "Workers' Compensation Portal") that will provide reporting services with respect to the Workers' Compensation Program, including ranking the providers in the City's workers' compensation network by various episodic conditions (the "Workers' Compensation Services"). The City may use the Workers' Compensation Portal in the administration and management of the Workers' Compensation Program. The City may not use the Workers' Compensation Portal or the Workers' Compensation Services for any other purpose. Section 2 Reports & Support. The Vendor will perform the following services and/or provide the following deliverables with respect to the Workers' Compensation Program: (a) create workers' compensation reports, (b) customize the portal as the parties may agree, and (c) provide general analytics and programming support in the workers' compensation area. The scope and time spent during any period on the foregoing will be consistent with the past practices between the City and the Vendor. Section 3 Ranking Methodology. The Vendor's rankings will be derived from the data that the City sends to the Vendor (i.e., medical claims, pharmacy claims and human resource records). The Vendor's ranking methodology is as follows: (a) Return to Work. The rankings are based upon the average cost (risk -adjusted when comorbidity data is available) to return an employee of the City with the condition to work. (b) Cost. The cost is the total of. (i) the medical and pharmacy claims, and (ii) the payroll costs or lost wage indemnity payments for the employee while absent because of the injury. (c) Period. The period used when calculating the rankings is the period of the episode of care. Section 4 Exclusive Property of the Vendor. The portals and all information and deliverables in connection with the portals and the Vendor's services will remain the absolute and exclusive property of the Vendor with the City possessing the right to use them only as authorized during the term of this Agreement. Section 5 Algorithmic Analysis. The City understands that the Vendor's ranking of physicians and other providers is an algorithmic analysis of data and that such scoring does not assure a favorable result, a lack of complications, a particular level of quality, or any savings. Section 6 Warranty Disclaimer. The Vendor is providing the portals and its services, and any information and deliverables with respect to the portals and such services "as is," without any warranty or condition of any kind, express or implied, statutory or otherwise. In addition, the Vendor disclaims any warranty of design, fitness for a particular purpose, merchantability, or non -infringement, and the Vendor does not warrant that the portals, the Vendor's services, or any information or deliverables with respect to the portals or such services will be uninterrupted or error free. Section 7 Data. The City represents and warrants that it owns the data that it will deliver to the Vendor, and that such data will not contain any disabling or malicious code, such as malware, time bombs, viruses, or worms. In addition, the City represents that to the best of its knowledge such data will CSC No. 58827-Al be accurate and complete. The City grants to the Vendor a perpetual, irrevocable, royalty free, and world- wide license to use such data in connection with the Vendor's business, and the Vendor may aggregate such data with other data as contemplated under 45 CFR § 164.501 & 45 CFR 164.504(e)(2)(i)(B). The Vendor may also create new data by de -identifying such data in accordance with 45 CFR § 164.514, and the Vendor will then absolutely and exclusively own such new data. Section 8 Confidentiality of Portal & Services. Subject to Section 5.3 of the Agreement, the City will maintain the confidentiality of all information disclosed on the portal and in connection with the Vendor's services, and undertake reasonable efforts to protect such information. In addition, the City will not disclose or give access or copies of such items to anyone, other than the employees and representatives of the City who need to know such information in connection with the Workers' Compensation Program, or as required by law or court order. CSC No. 58827-A1 EXHIBIT B PRICE SCHEDULE Section 1 Payments. For Services provided between December 1, 2023 to January 31, 2024, City will pay vendor a pro-rata payment of SIXTEEN THOUSAND, FIVE HUNDRED AND EIGHTY-THREE DOLLARS AND THIRTY-THREE CENTS ($16,583.33). For Services provided beginning February 1, 2024 to November 30, 2027, and for any annual Renewal Terms thereafter, City will pay Vendor FIFTY THOUSAND DOLLARS ($50,000.00) annually. Payments will be made within 30 days of receiving an invoice. Section 2 Significant Discount. The City acknowledges that this amount is a significant discount from what the Vendor would normally charge the City because the City will: (a) Beta Site. Act as a beta site for the Vendor's services; (b) Reference Client. Act as a reference client for the Vendor, including permitting the Vendor to list the City as a client of the Vendor on its website and in its marketing materials; (c) Introductions. Provide the Vendor with introductions to the health plan and workers' compensation executives at other governmental entities; and (d) Promote. Promote the Vendor and its services at employee benefit and workers' compensation conferences and governmental association gatherings, including by sponsoring Vendor presentations at such events and providing testimonials.