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HomeMy WebLinkAboutContract 62036Addendum Page 1 of 6 ADDENDUM TO LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND MCG HEALTH, LLC This Addendum to the License Agreement (“Addendum”) is entered into by and between MCG Health, LLC (“Vendor”) and the City of Fort Worth (“City”), collectively the “Parties,” for a purchase of licenses. The Contract documents shall include the following: 1. The attached License Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached License Agreement (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 five (5) years after the Effective Date (the “Expiration Date”), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Term of the attached License Agreement is September 26, 2024 – September 25, 2029. 2.Compensation. Total annual compensation will not exceed SIX THOUSAND DOLLARS ($6,000.00) in any given year. Total compensation for the five-year term of the Agreement will not exceed TWENTY-SIX THOUSAND AND NINETY DOLLARS ($26,090.00). Vendor will not perform any additional 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Both Parties agree that in the event City terminates prior to the end of the five-year term, City will not be responsible for payment related to any remaining years left on the Agreement (for example, if City terminates during Year 3, it will not be responsible for payments related to Years 4 and 5). b. 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 ten (10) 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. Addendum Page 2 of 6 c. 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. d. 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. 4.Attorneys’ Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys’ fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5.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. 6.Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 7.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. Addendum Page 3 of 6 8.Sovereign Immunity. 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. 9. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or 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. 10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Cityhereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 11. 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. 12.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. 13. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 14.No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the Addendum Page 4 of 6 company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 15. Right 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. 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 5 of 6 ACCEPTED AND AGREED: CITY: City of Fort Worth By: ___________________________ Name: _____________ Title: Assistant City Manager Date: ___________________________ Approval Recommended: By: ______________________________ Name: ________________________ Title: ________________________ Attest: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary 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: ________________________ Title: ________________________ Approved as to Form and Legality: By: ______________________________ Name: Jessika J. Williams Title: Assistant City Attorney Contract Authorization: M&C: N/A VENDOR: MCG HEALTH, LLC By: Name: _____________ Title: _____________ Jesica McEachern Dianna M. Giordano Director of Human Resources Danielle R. Caster Human Resources Manager John Pollard Chief Financial Officer Addendum Page 6 of 6 701 Fifth Avenue Suite 4900 Seattle, WA 98104 USA Tel (800) 488-5548 mcg.com/odg License Agreement This License Agreement (this “Agreement”) between MCG HEALTH, LLC (“MCG”) and CITY OF FORT WORTH (“Licensee”) is effective as of September 26, 2024 (the “License Effective Date”). Pursuant to the Terms and Conditions attached hereto, and incorporated herein by reference, MCG grants Licensee an annual license to its ODG by MCG Solutions, as defined in Section 1 of Terms & Conditions, as follows: TERM: The Initial Term of this Agreement shall be five (5) years, from the License Effective Date. TERMS AND CONDITIONS: By executing this Agreement Licensee agrees to follow and be bound by the Terms and Conditions located at https://www.mcg.com/odg/about-odg/agreement-to-odg-terms-and- conditions/. MCG reserves the right to modify or amend these Terms and Conditions from time to time with or without prior notice. The Terms and Conditions, including License Fee(s), contained within this Agreement is a valid offer for a period not to exceed thirty (30) days from the License EffectiveDate, after which time this Agreement will no longer be considered a valid offer, even if signed by one of the parties. LICENSED BASIS: License Fees are based on total staffing for Licensee’s claims and medical departments, approximately 3, and 7,125 Covered Lives (“Licensed Basis”) as of the License Effective Date. License Fees will adjust as Licensed Basis increases as outlined in Section 6 of Terms & Conditions. LICENSED SOLUTIONS: ODG by MCG Solutions (X all that apply) Website via: www.odgbymcg.com Web Services via Application Programming Interface (API) keys provided by an MCG by ODG Account Manager X ODG by MCG for Workers’ Comp X RTW Calculator Reserve/Cost Calculator X Best Practice Guideline ODG by MCG for Disability Risk Assessment Scoring (RAS) Treatment Guidelines Injury Dashboard ODG by MCG for Auto Injury LTD Predictor X Formulary/NDC Advisor X Summary Guidelines X Treatment Analyzer on Outcomes (TAO) ODG Search State Fee Schedules Enhanced Clinical Content with Super Topic Groupers LICENSE FEE(S): Licensee shall be obligated to pay MCG an annual License Fee of for its license to the Solutions, as follows: Year 1: 09/26/2024 - 09/25/2025: $4,803.00 Year 2: 09/26/2025 - 09/25/2026: $5,002.00 Year 3: 09/26/2026 - 09/25/2027: $5,209.00 Year 4: 09/26/2027 - 09/25/2028: $5,426.00 Year 5: 09/26/2028 - 09/25/2029: $5,650.00 MCG will invoice Licensee for the License Fee plus any applicable taxes and Licensee will pay the amounts described in each such invoice within thirty (30) days of receipt.