HomeMy WebLinkAboutContract 62298Docusign Envelope ID: FF71ED83-701F-4A8E-A021-0783A2FF6E20 CSC No. 62298
ADDENDUM TO MASTER SERVICE AGREEMENT
BETWEEN THE CITY OF FORT WORTH & EMPLOYER DIRECT
HEALTHCARE, LLC
This Addendum to Master Agreement is entered into by and between Employer Direct
Healthcare, LLC d/b/a Lantern Specialty Care ("Vendor" or "EDH") and the City of Fort Worth
("City" or "Client"), collectively the "Parties."
The Contract documents shall include the following:
1. This Addendum; and
2. The attached Master Agreement (which includes Statement of Works 1-3 and the
Regulatory Addendum)
In the event of any conflict between the provisions of any of the foregoing documents, the
Parties agree that the order of precedence to be applied in resolving such conflict shall be the order
set forth above. Notwithstanding any language to the contrary in the attached Master 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 (including all attached Statement of Works) begins on July
1, 2024 (the "Effective Date") and expires on December 31, 2027 (the "Expiration Date"), unless
terminated earlier in accordance with the provisions of the Agreement ("Initial Term"). City will
have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to two (2) two-year renewal option(s) (each a "Renewal Term", together with
the Initial Term, the "Term")).
2. Compensation. City will pay Vendor in accordance with the provisions of the
Agreement, including the attached Statement of Works. Total annual compensation for Network
Use Fees and Cancer Care Direct Fees (each, as defined in the applicable Statement of
Works) under this Agreement, including any renewals, will be an amount up to Four
Hundred and Fifty Thousand Dollars ($450,000.00) (the "Annual Contract Amount"). 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. For the avoidance of doubt, the Annual Contract
Amount shall exclude amounts paid by City for any pass -through expenses such as Claims, Travel
Charges, Administrative Charges, and Hinge Health Fees (each, as defined in the applicable
Statement of Works).
3. Termination.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 60 days written notice of
termination.
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 and/or the Annual
Contract Amount has been exceeded for a fiscal period, 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.
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.
4. Independent Contractor. It is expressly understood and agreed that Vendor will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance
with the conditions and provisions of this Agreement, Vendor will have the exclusive right to
control the details of its operations and activities and be solely responsible for the acts and
omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor
acknowledges that the doctrine of respondeat superior will not apply as between City, its officers,
agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors,
and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that City will in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents,
servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents,
servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of
taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or
contractors.
5. Law and Venue. This Agreement will be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant
to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas, Fort Worth Division.
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6. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any Services pursuant to this Agreement:
8.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents,
or representatives in the course of providing Services under this Agreement.
"Any vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the Services are being
performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement
to the Commercial General Liability (CGL) policy, or a separate policy
specific to Professional E&O. Either is acceptable if coverage meets all
other requirements. Coverage must be claims -made, and maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance must be
submitted to City to evidence coverage.
8.2 General Requirements
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(a) The commercial general liability and automobile liability policies
must name City as an additional insured thereon, as its interests may appear
(through blanket endorsement or otherwise). The term City includes its
employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy must include a Waiver of
Subrogation (Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage must be provided to City. Ten (10) days' notice will
be acceptable in the event of non-payment of premium. Notice must be sent
to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth,
Texas 76102, with copies to the Fort Worth City Attorney at the same
address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance will be delivered to the City prior to Vendor proceeding
with any work pursuant to this Agreement.
7. Sovereign Immunitv and Indemnitv. 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. To
the extent the Agreement, in any way, requires City to indemnify Vendor or any third party in
contravention of applicable law, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
8. LIABILITY. SUBJECT TO SECTION 9 BELOW, VENDOR WILL BE
LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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9. LIMITATION OF LIABILTY.
a. EXCEPT AS SET FORTH IN SECTION 9(b): (1) IN NO EVENT WILL
VENDOR BE LIABLE CONCERNING ANY SUBJECT MATTER OF
THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM
OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE,
INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO,
LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, DATA,
USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; AND (2) IN NO EVENT SHALL VENDOR'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY
THEORY OF LIABILITY, EXCEED THE FEES RECEIVED BY
VENDOR UNDER THIS AGREEMENT DURING THE TERM OF THE
AGREEMENT.
b. The disclaimer of damages and limitation of liability set forth in Section
9(a) in no way limits Vendor's liability or any rights and/or remedies City
may have with respect to: (i) Vendor's breach of its obligations set forth
in Section 5 (Confidentiality) of the Master Agreement; (ii) Vendor's
breach of its obligations set forth in the business associate agreement
executed by the Parties; and (iii) Vendor's willful misconduct or fraud
10. GENERAL INDEMNIFICATION. VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH: (A) VENDORS
MATERIAL BREACH THIS AGREEMENT; OR (B)TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
11. Healthcare Providers. The parties agree that Vendor is not a healthcare provider,
and that all healthcare providers providing healthcare services to individuals in relation to the
Agreement are not subcontractors of Vendor.
12. Addendum Controlling. If any provisions of the attached Agreement (including the
attached Statement of Works), conflict with the terms herein, are prohibited by applicable law,
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conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall
control.
13. Immigration Nationalitv 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 Bovcott 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
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. Riaht to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, upon thirty (30) days' notice, and in any event no more
than once per calendar year, 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.
16. Prohibition on Bovcottina Enerav Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
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17. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a
company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to City that
Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY:
City of Fort Worth
By:�
Name:
Title: Assistant City Manager
Date: Nov 13, 2024
Approval Recommended:
By:
Name: Joanne Hinton
Title: Interim Human Resources Asst Dir
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Attest: uF FORT�a�
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By:
Name: Jannette S. Goodall
Title: City Secretary
Employer Direct Healthcare, LLC d/b/a
Lantern Specialty Care
rSigMC by:
By: �u6w (UAfu^W
Name: Dickon water�ield
Title: President
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: N--f'L>`�
Name: Meagan Hailey
Title: Interim Benefits Manager
Approved as to Form and Legality:
By: u)
Name: Jessika J. Williams
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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MASTER SERVICES AGREEMENT
This Master Services Agreement (this "Agreement"), effective as of July 1, 2024 (the "Effective Date"), is by and
among City of Fort Worth, ("Client") and Employer Direct Healthcare, LLC ("EDH"). Client and EDH may be individually
referred to herein as a "Party" or collectively as the "Parties."
WHEREAS, Client is an employer that makes available employee welfare benefit plans, pursuant to which the Client
pays or makes arrangements for payment of certain health, wellness, and other benefits of its employees, retirees,
members or other affiliates and certain of their family members or other beneficiaries ("Enrollee" or "Enrollees", as
defined in the applicable SOW); and
WHEREAS, EDH makes available, either directly or in conjunction with third parties with whom EDH has a contractual
relationship (such parties, "Convened Parties"), certain health management and navigation offerings that may serve
to supplement existing benefit plans offered by Client; and
WHEREAS, Client wishes to arrange to have the Services (as defined below) made available to its Enrollees, and EDH
wishes to provide those Services, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
1. Services
(a) In accordance with the terms of this Agreement, EDH and, if applicable, Convened Parties shall provide the
Services to Client as set forth in the respective Statement(s) of Work ("SOW") executed between the Parties and
attached hereto (the "Services"). EDH and any such Convened Parties shall have discretion and flexibility to structure
their operations to deliver the Services from various service locations and affiliates located throughout the United
States. Client will submit to or cause the appropriate third parties to submit to EDH and Convened Parties, if any, all
Client Information in Client's control necessary for EDH and any such Convened Parties to perform the Services
covered by this Agreement. Client is responsible for the accuracy and completeness of any and all Client Information
that is submitted to EDH or any Convened Parties. Client agrees to immediately notify EDH and any Convened Parties
of any problems or errors in Client Information submitted to such parties. Services performed by EDH or any Convened
Party in correcting problems or errors arising from inaccurate or incomplete Client Information are additional services
for which additional fees may be payable. Client shall obtain any consent necessary to enable EDH and any Convened
Parties to provide the Services as contemplated herein. Client shall reasonably cooperate with EDH and Convened
Parties in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect
to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this
Agreement.
(b) All executed SOWs, along with any other attachments, exhibits, or schedules thereto, are incorporated by
reference and made part of this Agreement. If there is any conflict or inconsistency between the terms in the body of
this Agreement and any SOW, the terms of the SOW shall prevail. Change requests, updates, and revisions to the
Services will only be binding if documented via a written amendment executed by the Parties.
2. Payment
Client or its designee will make payment to EDH or Convened Parties, as applicable, for the Services as specified in
the applicable SOW. For the avoidance of doubt, Client is ultimately responsible for payment in the event Client or its
designee(s) fail to make payment of any amount due pursuant to an SOW. EDH and, if applicable, Convened Parties
may submit separate invoices and/or claims for Services provided pursuant to an SOW.
3. Term and Termination
(a) The term of this Agreement (the `Term") shall commence on the Effective Date and terminate upon the termination
of the last Statement of Work, unless earlier terminated as specified below.
(b) Either Party may terminate this Agreement for cause upon ninety (90) days prior written notice to the other Party,
provided that the defaulting Party shall have the opportunity to cure any breach within such ninety (90) days. Except
in the case of a payment default, the ninety (90) day cure period may be extended if: (i) the defaulting Party is making
all reasonable efforts to promptly cure the non-performance and within such period; and (ii) the defaulting Party gives
the non -defaulting Party written notice of the defaulting Party's need for an extension and of the actions it is taking to
cure its breach or non-performance. As used in this Section, the term "reasonable efforts" shall include the application
of diligence and resources reasonably necessary to cure the non-performance in a business -like fashion with due
regard to the seriousness of such non-performance or non-compliance and its impact upon the non -defaulting Party
and those to whom the non -defaulting Party may have legal or contractual obligations.
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(c) Either Party may terminate this Agreement, effective upon written notice to the other Party if any law or official
interpretation of any such law renders any provision of this Agreement illegal under applicable law; provided however,
that the Parties shall, prior to such termination, enter into good faith negotiations to amend this Agreement so as to
make it conform to applicable law while still maintaining the original purpose of this Agreement to the maximum extent
possible. If the Parties fail to reach an agreement within thirty (30) days after the inception of such negotiations, then
this Agreement shall terminate.
(d) An SOW may be terminated only in accordance with the terms of the applicable SOW.
(e) Termination or expiration of this Agreement for any reason shall not affect the obligation of any Party to pay any
amount due that arose prior to the effective date of such termination or expiration or to perform any duty that arose
prior to the effective date of such termination or expiration. Further, in the event of termination or expiration of this
Agreement for any reason, each SOW will continue until expired or terminated pursuant to its specific terms, and the
terms of this Agreement shall continue for so long as any such SOW remains in effect. Upon termination or expiration
of this Agreement and all SOWs, the Parties shall no longer have any further obligations under this Agreement, with
the exception of any terms and conditions in this Agreement that are expressly or by their nature intended to extend
beyond the term of this Agreement.
4. Ownership and Control of Data and Work Product
(a) "Client Information" is defined as all information, data, and materials (in whatever form or media) provided to EDH
or Convened Parties under this Agreement by or on behalf of Client. "Service Provider Information" is defined as all
information and materials (in whatever form or media) provided to Client by or on behalf of EDH or Convened Parties
other than Client Information. Service Provider Information includes, but is not limited to: (i) EDH's and Convened
Parties' mobile and web applications; (ii) EDH's and Convened Parties' letters, reports and other presentations; (iii)
each web site on the World Wide Web through which EDH or Convened Parties perform the Services and make related
information and/or other content available to Client (as may be updated or modified from time to time); (iv) any software,
including underlying source and object code, and instructions embedded in spreadsheets, owned by or licensed to EDH
or Convened Parties; (v) EDH's or Convened Parties' responses to Client's requests for proposal or other proposal -
related documentation; (vi) EDH's or Convened Parties' standard materials and derivatives thereof and related
materials; and (vii) EDH's or Convened Parties' generalized practices, techniques, business processes, and know-how
regardless of whether developed in connection with the Services or engagements with other clients. Notwithstanding
the foregoing, Enrollee health information maintained by or on behalf of a licensed healthcare professional for the
purpose of treating its patients shall be deemed to fall outside the definition of "Client Information".
(b) As between the Parties: (i) EDH will retain all right, title, and interest in and to all Service Provider Information; and
(ii) Client will retain all right, title, and interest in and to all Client Information.
(c) Subject to the terms of this Agreement, EDH grants to Client a non-exclusive, non-sublicensable, non -transferable,
royalty -free right and license during the Term to access and use the Service Provider Information made available
pursuant to this Agreement to Client solely to receive the Services. The foregoing right and license may be subject to
additional restrictions specific to EDH's or Convened Parties' third -party suppliers or contractors. Client's license and
access rights to Service Provider Information expire as of the end of the Term.
(d) Client grants EDH and Convened Parties, and their respective affiliates and subcontractors, a non-exclusive, sub -
licensable, non -transferable, royalty -free right and license during the Term to use the Client Information made available
by Client to EDH and such Convened Parties in connection with the performance of the Services.
(e) Client will not: (i) create derivative works based on, modify, or translate the Service Provider Information; (ii) sell,
assign, distribute, lease, market, rent, sublicense, transfer, or otherwise grant rights to the Service Provider Information
in whole or in part to any third party; (iii) obfuscate, remove, or alter any of the internet links or copyright or other
proprietary legends that are in the Service Provider Information or that are displayed on pages served by the Service
Provider Information; or (iv) reverse engineer, decompile, or disassemble Service Provider Information or any part
thereof or otherwise obtain or attempt to obtain the source code for Service Provider Information.
(f) Nothing in this Agreement affects either Party's right to make use of its general knowledge, know-how (including
processes, ideas, concepts and techniques developed in the course of performing the Services hereunder) and skill
acquired or developed in the course of this Agreement.
5. Confidentiality
(a) "Confidential Information" means all materials and information of a confidential or proprietary nature disclosed
by or on behalf of a Party (in such capacity, a "Discloser") to the other Party (in such capacity, a "Recipient") or its
employees, subcontractors, agents, or other representatives ("Representatives"). Confidential Information includes,
without limitation, the terms of this Agreement and any SOW, Client Information, Service Provider Information, a
Discloser's pricing, methodologies, fee schedules, volume of business, methods, systems, practices, plans, and/or
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other confidential or proprietary information. Each Party's respective Confidential Information will remain its sole and
exclusive property. Notwithstanding the foregoing, Confidential Information shall not include any information that was
rightfully known to the Recipient without restriction on use or disclosure before receipt from Discloser, is or becomes
generally known to the public without violation of this Agreement by any of the Recipient or its Representatives, or is
independently developed by the Recipient or its Representatives without reference to or use of any of Discloser's
Confidential Information, as demonstrated by Recipient's competent evidence. Notwithstanding the foregoing, solely
for the purpose of this Section, Enrollee health information maintained by or on behalf of a licensed healthcare
professional for the purpose of treating its patients shall be deemed to fall outside the definition of "Confidential
Information".
(b) Recipient agrees: (i) to use the Confidential Information of the Discloser only for purposes of performing Recipient's
obligations under this Agreement; (ii) to maintain the Confidential Information of the Discloser as strictly confidential in
the same manner it safeguards its own Confidential Information, and exercise reasonable precautions to prevent any
unauthorized access, use or disclosure of such Confidential Information; and (iii) not to disclose the Confidential
Information to any third party other than its Representatives who have a need to know such Confidential Information
for the purpose of performing Recipient's obligations or exercising Recipient's rights under this Agreement, but in any
event only to those Representatives who are apprised of the confidential nature of the Confidential Information and
who are bound by obligations with respect to such Confidential Information no less restrictive than those set forth in
this Section. Recipient will be responsible for any breach of its obligations hereunder by its Representatives. These
restrictions will not prevent either Party from complying with any law, regulation, court order, or other legal requirement
that compels disclosure of any Confidential Information provided that Recipient: (x) promptly notifies Discloser upon
learning of any such legal requirement; (y) cooperates with Discloser in the exercise of its right to protect the
confidentiality of the Confidential Information before any tribunal or governmental agency; and (z) discloses only that
Confidential Information which is (on the advice of its counsel) required to be disclosed. Upon termination of this
Agreement for any reason, Recipient will, subject to its rights and obligations under this Agreement, promptly return to
Discloser all originals and copies of any Confidential Information and destroy all information, records, and materials
developed therefrom. Notwithstanding the foregoing, Recipient may retain a copy of all Confidential Information for
archival purposes; provided that the requirements of this Section shall survive termination or expiration of this
Agreement for so long as such Confidential Information is retained or possessed by Recipient.
(c) Except as expressly set forth in this Section, each Party recognizes that its inappropriate disclosure or use of
Confidential Information of the Discloser may give rise to irreparable injury to the Discloser and acknowledges that
remedies other than injunctive relief may not be adequate. Accordingly, each Party (in its capacity as Discloser) has
the right to seek equitable and injunctive relief to prevent the unauthorized possession, use, disclosure, or knowledge
of any Confidential Information.
(d) The Parties shall comply with the privacy and security regulations issued by the United States Department of
Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 ("HIPAX) and the
security provisions of the American Recovery and Reinvestment Act of 2009, also known as the Health Information
Technology for Economic and Clinical Health Act (the "HITECH Act"). Each Party will be responsible and accountable
for entering into appropriate business associate agreements with the other Party and its respective Representatives
and subcontractors that are engaged to provide services under this Agreement. The Parties acknowledge and agree
that all medical and other clinical records maintained by licensed healthcare professionals are the property of such
healthcare professionals, and any use, disclosure, retention, or transfer of such records shall be in accordance with
state and federal laws.
(e) Nothing in this Agreement (including, without limitation, the foregoing restrictions of this Section 5) shall be
interpreted in a manner that violates the prohibition against gag clauses enacted by Section 201 of Division BB of the
CAA and prohibits the required disclosures. Upon reasonable request of Client, EDH will assist Client and Client's
group health plan with the requirement to attest compliance with the foregoing requirements.
6. Representations and Warranties
(a) Each Party hereby represents and warrants to the other Party that: (i) it has full right, power, and authority to enter
into this Agreement and each SOW hereunder and to carry out its obligations hereunder; (ii) by entering into this
Agreement, it does not and will not violate or constitute a breach of any of its contractual obligations with third parties;
(iii) it will comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules and
regulations within the United States; and (iv) it holds all permits, licenses, and similar authority necessary for performing
its obligations under the Agreement.
(b) EDH further represents and warrants that: (i) EDH and Convened Parties shall perform the Services using
personnel of required skill, experience, and qualifications and shall devote adequate resources to meet the obligations
under this Agreement; and (ii) the mobile and web applications provided by EDH and Convened Parties as part of the
Services will be periodically tested using industry standard test tools to verify that they are free of any time bomb,
viruses, trap doors, back doors, or other code which destroys, erases, damages, or disrupts the normal operations of,
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or allows for unauthorized access to, Enrollee health information and does not infringe on the intellectual property rights
of any third party.
(c) Client further represents and warrants that (i) only authorized agents of its group health plan will be given access
to Protected Health Information (as defined in 45 C.F.R. 106.103) shared under this Agreement; (ii) Client's group
health plan will not access Protected Health Information for any purposes other than those relating to Healthcare
Operations (as defined in 45 C.F.R. 164.501(1)-(2)), Payment (as defined in 45 C.F.R. 164.501), or Treatment (as
defined in 45 C.F.R. 164.501), or for purposes otherwise permitted under HIPAA when pursuant to an applicable
Business Associate relationship; and (iii) Client's employee benefits programs implicated by this Agreement are in
compliance with all laws and regulations, including but not limited to, the Employee Retirement Income Security Act of
1974 ("ERISA") and the Patient Protection and Affordable Care Act ("ACA").
(d) EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (1) EACH PARTY HEREBY DISCLAIMS
ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT,
AND (II) EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT.
7. Indemnification
(a) Each Party (the "Indemnifying Party") will defend, hold harmless, and indemnify the other Party and its affiliates
and their respective Representatives ("Indemnitees"), from and against any and all losses, liabilities, damages, fines,
fees, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred or suffered by an
Indemnitee with respect to any claims, actions, suits, or proceedings brought against an Indemnitee by a third party
(each, a "Claim"), arising out of, resulting from, or related to the following actions or failure to act of the Indemnifying
Party or its Representatives: (i) gross negligence, reckless or willful misconduct, or criminal acts or omissions in
connection with this Agreement or (ii) material breach of this Agreement.
(b) With respect to the obligations under this Section, each Indemnitee will: (i) promptly notify the Indemnifying Party
of any Claim subject to such obligations, however, any delay or failure of notification shall not relieve the Indemnifying
Party of its obligations except to the extent it has been materially prejudiced by such delay or failure; (ii) provide the
Indemnifying Party (upon request) with full authority to defend and/or settle any such Claim, provided that: (1) the
Indemnitee may assume such defense if the Indemnifying Party does not promptly assume diligently defending the
Claim with competent counsel free of any conflict of interest with the Indemnitee, or if the Indemnifying Party ceases
such defense at any time, and (2) if the Indemnifying Party assumes control of the defense of any Claim, the Indemnitee
may participate in such defense and settlement of the Claim with its own counsel at its own expense; and (3) the
Indemnifying Party may not settle any Claim without the Indemnitee's prior written consent (not to be unreasonably
withheld) except no such consent will be required for any settlement that (A) does not admit any liability on behalf of
any of the Indemnitees, (B) includes an unconditional release of liability for the Indemnitees, and (C) does not place
obligations on any Indemnitee (other than the payment of money which will be fully satisfied by the Indemnifying Party);
and (iii) provide the Indemnifying Party with reasonable information and assistance (at the Indemnifying Party's request
and expense) to defend such Claim.
8. RESERVED
9. Dispute Resolution.
(a) In the event of any dispute, controversy, claim or disagreement arising out of or related to this Agreement or the
acts or omissions of the Parties with respect to this Agreement (a "Dispute"), the complaining Party shall give written
notice to the other Party providing reasonable detail regarding the nature of the Dispute (a "Dispute Notice"). As soon
as reasonably practicable following delivery and receipt of a Dispute Notice, executive(s) of each Party who have
authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility
for day-to-day administration of this Agreement shall meet and confer in good faith to attempt to resolve the Dispute
expeditiously and amicably (a "Meet and Confer"). The Meet and Confer shall occur at such time and place as mutually
agreed upon by the Parties. The Meet and Confer shall be considered a settlement negotiation for the purpose of all
applicable Law protecting statements, disclosures, or conduct in such context, and any offer in compromise or other
statements or conduct made at or in connection with any Meet and Confer shall be protected under such Law.
(b) If any Dispute is not resolved to the mutual satisfaction of the Parties within thirty (30) days after delivery of the
Dispute Notice (or such other period as may be mutually agreed upon by the Parties in writing), the Parties shall submit
such Dispute to arbitration conducted in accordance with this Section. A Party who fails or refuses to submit a Dispute
to arbitration following a lawful demand by the other Party will bear all costs and expenses incurred in compelling
arbitration of such Dispute.
(c) Either Party may commence arbitration by giving written notice to the other Party demanding arbitration (the
"Arbitration Notice"). The Arbitration Notice shall specify the Dispute, the particular claims and/or causes of actions
alleged by the Party demanding arbitration, and the factual and legal basis in support of such claims and/or causes of
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action. The arbitration shall be conducted in accordance with the commercial arbitration rules and procedures of the
American Arbitration Association ("AAA"), but only to the extent such rules and procedures are not inconsistent with
the provisions set forth in this Section. In the event of a conflict between any rules and/or procedures of AAA and the
rules and/or procedures set forth in this Section, the rules and/or procedures set forth in this Section shall govern. The
arbitration will be conducted at a mutually agreed location. The arbitration shall be conducted before a single impartial
arbitrator who is selected by the Parties. The Parties shall use good faith efforts to agree upon a mutually acceptable
arbitrator within thirty (30) days after delivery of the Arbitration Notice. The arbitration hearing shall commence within
thirty (30) days after appointment of the arbitrator or as soon thereafter as established by the arbitrator. The arbitrator
is empowered to hear and decide dispositive motions in advance of the hearing -on -the -merits by applying the law of
the law governing this Agreement, excluding any applicable conflicts or choice of law provisions. The arbitrator shall
have no authority to award damages or provide a remedy that would not be available to such prevailing party in a court
of law nor shall the arbitrator have the authority to award punitive damages. The existence of the arbitration, the
arbitration proceedings, and the outcome of the arbitration will be treated as Confidential Information under this
Agreement and will not be disclosed by either Party except as may be required by applicable law. Any Party may apply
to a court of competent jurisdiction for entry and enforcement of judgment based on the arbitration award. The award
of the arbitrator shall be final and binding upon the Parties without appeal or review except as permitted by Delaware
law. The Parties to the Dispute shall initially share all fees and costs of the arbitration proceedings as may be specified
by the arbitrator. After the arbitrator issues the written award, the prevailing Party or Parties shall be entitled to apply
to the arbitrator for, and recover, all reasonable costs and expenses associated with the arbitration, including, but not
limited to, the fees of the arbitrator, administrative fees, and reasonable attorneys' fees.
(d) The Parties agree that pursuing arbitration of a Dispute will not limit a Party's right to seek provisional or ancillary
remedies, including injunctive relief, from a court of competent jurisdiction, whether before, after or during any Dispute
resolution activity. The exercise of any such remedy will not waive the right of any Party to compel arbitration or referral
under this Section.
(e) For the avoidance of doubt, the Parties do not intend for the Dispute resolution procedures set forth in this Section
to supplant the routine handling of ordinary inquiries and complaints through informal contact between the personnel
of each Party appointed to administer this Agreement.
10. Miscellaneous
(a) The attachments, exhibits, addenda, schedules, and/or SOWs attached to this Agreement ("Attachments") are
incorporated into and deemed part of this Agreement. The Section headings are for reference and convenience only
and shall not be considered in the interpretation of this Agreement. References to Sections and Attachments are to
the referenced portions of this Agreement unless otherwise specified.
(b) The Parties specifically agree to comply with all applicable health care laws, rules, and regulations, including:
(i) the federal Anti -kickback Statute (42 U.S.C. § 1320a-7b(b)); and (ii) the federal Stark Law (42 U.S.C. § 1395nn) and
any analogs under applicable state law. Accordingly, no part of any consideration paid hereunder is intended as a
prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services,
nor are the payments arising hereunder intended to induce illegal referrals of business.
(c) Unless otherwise expressly set forth in this Agreement, EDH and Convened Parties shall not have any discretion
with respect to the management or administration of any Client human resources policy or benefit plan, or with respect
to determining or changing the rules or policies pertaining to eligibility or entitlement of any Enrollee or benefit plan
participant in any such policy or plan to benefits under such policy or plan.
(d) This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the
Parties. Neither Party shall assign its rights or obligations hereunder without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or delayed, except EDH may assign its rights and obligations to: (i)
an affiliate entity controlled by, controlling, or in common control with EDH; (ii) in connection with an initial public offering
of EDH business; or (iii) to a successor of all or substantially all of the assets of EDH through merger, reorganization,
consolidation or acquisition.
(e) Neither Party will be in breach of this Agreement, nor will either Party be liable to the other Party for, liabilities,
damages, or other losses arising out of delays in performance caused by acts of God, government authority, war, strike,
labor disputes, fire, explosion, sabotage, pandemic, accident, casualty, loss of facilities, or other similar occurrences
beyond the reasonable control of such Party so as long as such Party is diligently attempting to correct the cause of
the delay. EDH and Convened Parties' failure to perform the Services or other obligations in accordance with the
applicable terms of this Agreement shall be excused to the extent that any such failure is attributable to: (i) Client's or
Client's designee's failure to fulfill its obligations under this Agreement or to take corrective action within tasks allocated
to Client in the SOW; or (ii) Client's failure to follow the rules, policies, and procedures of which they have been notified
relating to the Services.
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(f) Each Party reserves the right to the control and use of their respective names, copyrights, symbols, trademarks,
and service marks ("Marks"). Except as set forth in this Agreement, no Party shall use the other Party's Marks in
advertising, promotional materials, or otherwise without the prior written consent of the Party owning such Marks. Client
will permit its logo to be displayed in educational and promotional materials to current or prospective clients and EDH
will permit EDH's logo to be displayed in Client's educational and promotional materials, provided that: (i) any use of
a Party's logo shall conform to the guidelines and specifications set forth by the Party owning such logo; and (ii) each
Party obtains the other Party's prior written consent in each instance. Within a reasonable amount of time after the
Effective Date, the Parties will cooperate in the mutual approval and distribution of a press release announcing certain
terms of this Agreement.
(g) Notwithstanding anything in this Agreement to the contrary, EDH and Convened Parties may develop and use
various reports, surveys, analytics studies and data compilations (collectively, "Data Derivations") for any business
purpose, including analyses, extracts, and derivations of Client Information, provided that such Data Derivations are
comprised of anonymized data and do not contain any information that is identifiable to any third party recipient as
originating from Client or its affiliates, Enrollees or personnel and such de -identification is done in accordance with the
applicable provisions of HIPAA. EDH and Convened Parties may also use Client Information to the extent and for
purposes authorized by the Enrollee or participant whose data is being used.
(h) It is expressly understood and agreed that the Parties' respective obligations under this Agreement that by their
nature continue beyond the termination or expiration of this Agreement shall survive such termination or expiration of
this Agreement.
(i) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the
remaining provisions of this Agreement, if capable of substantial performance, shall remain in full force and effect. No
delay or omission by either Party to exercise any right or power it has under this Agreement shall impair or be construed
as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a
waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights.
Except as otherwise provided, all remedies available to a Party for breach of this Agreement under this Agreement, at
law or in equity, are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy
shall not be deemed an election of such remedy to the exclusion of other remedies.
0) This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving effect to the principles thereof relating to
the conflicts of laws, except to the extent superseded or preempted by federal law.
(k) Except as specifically set forth in this Agreement, all consents, approvals, notices, requests, and similar actions to
be given or taken by either Party under this Agreement shall not be unreasonably withheld or delayed, and each Party
shall make only reasonable requests under this Agreement.
(1) The compensation paid to EDH or Convened Parties attributable to the performance or receipt of the Services do
not include any applicable federal, state, or local sales, use, excise, value-added, personal property, or other similar
taxes (collectively "Transaction Taxes"). Client shall be solely responsible for any and all Transaction Taxes. Each
Party shall bear sole responsibility for all federal, state or local taxes or assessments resulting from its respective: (i)
net income; (ii) capital (e.g., state franchise taxes); (iii) gross receipts that are imposed on the privilege of doing
business; or (iv) personal property or owned or leased real property used in connection with the performance or receipt
of the Services. EDH makes no assertion or warranty regarding whether benefits provided to an individual receiving
the Services will be excludable from an individual's gross income for federal or state income tax purposes. EDH will
not be responsible for the tax consequences of contributions to or benefits paid from the employer's benefit program.
(m) This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof,
and there are no other representations, understandings, or agreements between the Parties relative to such subject
matter. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless
signed by an authorized representative of each of the Parties. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single
agreement between the Parties.
(n) EDH and Convened Parties reserve the right to refuse to perform Services for any Enrollee or other individual for
fraudulent, abusive or inappropriate behavior. If excessive cases of fraud, abuse or non-compliance arise under this
Agreement then the Parties shall work together to identify and remedy the problem, to the extent practical.
(o) Each Party will maintain such insurance coverage as is reasonably necessary to support its respective
obligations under this Agreement. Upon written request, each Party shall provide evidence of such coverage to the
other Party.
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(p) Nothing herein shall be construed to place EDH or any Service Provider, on the one hand, and Client or any
Enrollee, on the other hand, in a relationship of partners or joint venturers, and such parties may not bind the others to
any agreement or commitment.
11. Notices
All notices, requests, consents, demands (including service of process), approvals, and other communications
hereunder shall be deemed to have been duly given, made, or served if in writing and delivered personally or sent by
overnight carrier with delivery confirmation, to the respective Parties as follows:
If to Client:
City of Fort Worth
200 Texas St,
Fort Worth, Texas, 76102
If to EDH:
Employer Direct Healthcare, LLC
Attention: Legal Department
2100 Ross Avenue, Suite 1900
Dallas, TX 75201
The designation of the person to be so notified or the address of such person for the purposes of such notice may be
changed from time to time by similar notice.
12. Record Keeping and Audit
EDH agrees to maintain accurate and complete records relating to performance of its obligations under this Agreement.
EDH further agrees that, during the term of this Agreement and for a period of one (1) year after the expiration or
termination of this Agreement, Client or its designee(s) may, at Client's sole cost and expense, at any time upon not
less than thirty (30) days' notice, and in any event no more than once per calendar year, examine the books and records
of EDH related to EDH's performance under this Agreement ("Audit"). EDH will reasonably cooperate with any such
Audit(s) and will provide all records, data and other documentation reasonably requested by Client or its designee
conducting such Audit. Audit(s) will be conducted during normal business hours.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
IN WITNESS WHEREOF, the Parties agree to the foregoing terms of agreement through the execution below by their
respective, duly authorized representatives.
Employer Direct Healthcare, LLC
By: ISigned by:
V ubvu woad,
DO E4D667D36490...
Name: Dic on Waterfield
Title: President
Date: 11/11/2024
City of Fort Worth
By:
Name:
Title:
Date:
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
STATEMENT OF WORK NO. 1
SURGERY PLUS
This Statement of Work No. 1 (this "Statement of Work") is entered into by and between Employer Direct Healthcare,
LLC ("EDH") and City of Fort Worth ("Client"). This Statement of Work is entered into pursuant and subject to the
Master Services Agreement ("Agreement") by and between EDH and Client, effective July 1, 2024, to which this
Statement of Work shall be attached. This Statement of Work is fully incorporated into and made part of the Agreement.
In the event of any conflict between the body of the Agreement and this Statement of Work, this Statement of Work
shall prevail.
1. Certain Defined Terms
Capitalized terms not defined in this Statement of Work shall have the meaning given to them in the Agreement. The
following capitalized terms shall have the following meanings for purposes of this Statement of Work:
"Employee" means any United States domiciled employee of Client who is currently enrolled in a Plan.
"Enrollee" means any Employee and any other United States domiciled individual receiving benefits under a Plan
at the time Covered Services are requested (including, for the sake of clarity, any individual utilizing such health
plan through COBRA or as a dependent or beneficiary of an Employee).
"Medically Necessary Service" means a health care item or service that a Participating Provider determines to
be both reasonable and necessary to diagnose or treat an illness, injury, condition, disease, or symptom of an
Enrollee which is consistent with accepted standards of medicine.
"Participating Provider" means each hospital, healthcare facility, laboratory, person, or entity duly licensed to
provide Covered Services to an Enrollee (or any other provider of medical services, products, or supplies which
are Covered Services) with whom EDH has a contractual relationship (either directly or as a subcontractor of a
party with whom EDH has a direct relationship).
"Plan" means any self -insured health benefits plan sponsored by Client.
"Travel Benefits" means the services coordinated by EDH pursuant to this Agreement relating to Enrollee's, and
person accompanying such Enrollee, transportation and lodging during or in relation to an Episode of Care.
2. Term and Termination
(a) This Statement of Work is made effective and will commence as of July 1, 2024 (the "SOW Effective Date") and
will continue in effect for an initial term of three (3) years ("Initial SOW Term"). Following the Initial SOW Term, this
Statement of Work shall automatically renew for successive one-year periods (each such period, a "Renewal SOW
Term") unless either Party provides written notification of non -renewal to the other Party not less than ninety (90) days
prior to the end of the then -current term. The Initial SOW Term and, if applicable, any Renewal SOW Terms shall be
collectively referred to herein as the "SOW Term".
(b) EDH or Client may immediately terminate this Statement of Work in the event that the other Party materially
breaches any provision of this Statement of Work and fails to cure such breach within ninety (90) days after receipt of
notice of such breach; provided, however, that this cure period provision shall not be applicable to a repeat of
substantially the same breach. In addition, EDH or Client may terminate this Statement of Work, effective upon written
notice to the other party if any law or official interpretation of any such law renders any provision of this Statement of
Work illegal under applicable law; provided however, that EDH and the Client shall, prior to such termination, enter into
good faith negotiations to amend this Statement of Work so as to make it conform to applicable law while still
maintaining the original purpose of this Statement of Work to the maximum extent possible. If such parties fail to reach
an agreement within thirty (30) days after the inception of such negotiations, then this Statement of Work shall terminate.
(c) Termination or expiration of this Statement of Work for any reason shall not affect the obligation of any Party to
pay any amount due that arose prior to the effective date of such termination or expiration or to perform any duty that
arose prior to the effective date of such termination or expiration.
3. Covered Services
(a) EDH will provide Enrollees with access to Participating Providers for the purpose of Enrollees seeking Medically
Necessary Services from such Participating Providers related to Episodes of Care ("Covered Services"). For purposes
of this Statement of Work, "Episode of Care" means an episode of medical care sought by an Enrollee related to the
non -exhaustive list of medical specialties set forth in the table below. An Episode of Care commences at the time an
Enrollee is admitted to a Participating Provider inpatient facility, outpatient facility, surgery center, in -office procedure
room, or other health care facility setting and ends when such Enrollee is discharged from the applicable health
care facility.
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Orthopedic Surgery
Gynecological Surgery
Interventional Pain
Management
Neurological Surgery
Thoracic Surgery
Urological Surgery
General Surgery
Otolaryngological Surgery
Cardiac Surgery
Gastroenterological
Surgery
Bariatric Surgery
The Plan shall not exclude any category or type of Episode of Care from being offered by EDH and fulfilled by
Participating Providers (a "Plan Exclusion"), unless such Plan Exclusion applies equally to coverage through the Plan's
Primary TPA. Notwithstanding any Plan requirement to the contrary, it shall be in the Participating Provider's sole
discretion to determine the medical necessity of any Covered Service. If at any time during an Episode of Care, a
Participating Provider determines that any Medically Necessary Service must be performed on an urgent or emergency
basis to preserve the life or health of an Enrollee, such services shall be Covered Services under this Statement of
Work. If any such urgent or emergency Medically Necessary Services are provided to an Enrollee by a health care
provider that is not a Participating Provider, charges for such services may be billed by such health care provider
through the Primary TPA (defined below).
(b) Client acknowledges and agrees that any of the following shall be billed by Participating Providers to an Enrollee
and/or the primary third -party administrator responsible for administering medical benefits for the Plan ("Primary TPA"):
(i) certain medical consultations and certain diagnostic testing provided in advance of an Episode of Care to determine
whether or not the services sought by an Enrollee are Medically Necessary Services; (ii) convenience items (e.g.,
charges for telephone use, premium television access, guest meals, or other similar items or services furnished for the
convenience/comfort of an Enrollee); and (iii) any medical procedure or medical care that is not a Medically Necessary
Service.
(c) In the event an Episode of Care extends more than ten (10) days beyond its anticipated duration, EDH will notify
Client, and EDH and Client will use good faith efforts to mutually agree upon a medically appropriate solution for the
transition of coverage for the Enrollee's care.
4. Administrative Services
(a) EDH will require each Participating Provider to cooperate and comply with EDH's credentialing program. Such
credentialing program will require Participating Providers to be registered or otherwise qualified in accordance with
applicable law and, when applicable to a Provider's role in care processes, to meet accreditation standards, including
without limitation, those of the National Committee for Quality Assurance, Joint Commission, or Det Norske Veritas.
EDH's credentialing program may also include a review of, as applicable: (i) specialized training, board certification,
and fellowships in applicable fields; (ii) relevant and available criminal history; (iii) malpractice claims; (iv) medical board
or state licensure sanctions; (v) when applicable, the Provider's procedure -specific treatment and care protocols
(including, those related to medical necessity determinations); and (vi) any other publicly available records. EDH may
require Participating Providers to provide EDH with documentation and/or primary sources evidencing such
credentialing, and may require Participating Providers to comply with additional credentialing practices and programs.
EDH will be responsible for verifying that each Participating Provider satisfies all applicable credentialing requirements.
(b) Enrollees will receive access to Participating Providers and the Covered Services by contacting EDH via telephone,
email, or webchat and communicating with a member of EDH's member services department (each, a "Care
Advocate"). EDH's Care Advocates will, as applicable: (i) accept inquiries from Enrollees by phone and electronically;
(ii) if requested, assist Enrollees seeking Covered Services from Participating Providers with obtaining and transferring
required documentation or forms, including waivers, consents, and other applicable documentation; (iii) provide
Enrollees with information relating to a Participating Provider; (iv) for any Enrollee seeking Covered Services from a
Participating Provider, provide the Enrollee with non -clinical guidance by answering or directing questions as they may
arise; (v) assist Enrollees with planning and scheduling Covered Services with Participating Providers (including
reasonable assistance with the planning and scheduling of any necessary travel or other logistical issues; (vi) if
requested, provide information to Enrollees relating to the anticipated and/or estimated costs of Covered Services
sought through from Participating Providers; (vii) upon reasonable request of Client, refer Enrollees to other benefits
administrators or service providers of Client who are deemed by the Care Advocate to potentially benefit from such
third party's services; and (viii) receive referrals and engage with Enrollees who are deemed by other benefits
administrators or service providers of the Client to potentially benefit from EDH's services.
5. Eligibility Data File
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On a weekly basis, Client or its designee shall provide EDH an eligibility file containing the information of each Enrollee
in accordance with EDH's standard specifications and requirements ("Eligibility Data File"). Client shall be responsible
for payment for any services provided to ineligible individuals occurring as a result of Client's or its designee's:
(i) untimely provision of an Eligibility Data File to EDH; (ii) failure to meet EDH's standard criteria or requirements for
an Eligibility Data File; or (iii) inclusion of inaccurate information contained in any Eligibility Data File. Additionally,
Client shall be responsible for payment of any fees charged by Client's vendors relating to the provision of Eligibility
Data Files to EDH.
6. Reporting
Subject to and in accordance with the requirements of applicable law, EDH will regularly (up to monthly at Client's
request) provide Client with reports containing EDH's standard metrics gauging the effectiveness of the services
performed hereunder (e.g., metrics relating to Enrollee utilization of the services and Client's financial savings). Client
may request that EDH provide additional, custom, and/or modified reports to Client or its designees, provided however,
Client acknowledges and agrees that any such request is for services not covered by this Statement of Work, and that
an additional fee will be payable by Client for such additional services.
7. Communications and Incentives
(a) Prior to the commencement of each Plan year during the SOW Term, Client shall approve the form and content of
and authorize EDH to distribute: (i) an ID card to all Enrollees and (ii) a quarterly print and electronic communication to
all Enrollees regarding the services provided under this Statement of Work (collectively, "Communications
Materials"). EDH shall be responsible for distributing the Communications Materials to Enrollees. If Client does not
respond to EDH within fourteen (14) days of EDH's annual written request for approval and authorization to distribute
the Communications Materials, then the form and content of such Communications Materials shall be deemed approved
by Client, and EDH shall be deemed authorized to distribute such Communications Materials to Enrollees. Client shall
be responsible for obtaining the requisite consent or authorization from Enrollees necessary for EDH to distribute the
Communications Materials described herein.
(b) Client shall provide financial incentives to Enrollees for utilizing Participating Providers for Covered Services (at a
minimum, to the extent permitted by applicable law, Client shall waive copays, deductibles, and coinsurance). If any
financial incentives involve EDH's administration of a cash incentive or health spending account (HSA) contribution,
Client shall be financially responsible for the amounts administered by EDH relating to such incentives.
8. Travel Benefits
From time to time, an Enrollee may be required to travel by car or airplane to a Participating Provider in relation to an
Episode of Care. EDH will coordinate and administer travel related to an Enrollee's Episode of Care in accordance
with the Plan's requirements, which will include, as applicable, EDH's coordination of logistics and payment related to
airfare, hotel, mileage for driving, and/or other daily expense allowance(s) ("Travel Benefits"). It shall be the sole
responsibility of an Enrollee traveling for an Episode of Care to obtain advice from the Participating Provider or the
Enrollee's existing treating physician as to whether such Enrollee is fit for such travel.
9. Claims, Travel Charges, and Administrative Charges
(a) EDH will receive and process claims, invoices, and other written or electronic notices or requests for
reimbursement from: (i) Participating Providers related to Covered Services provided to Enrollees (collectively,
"Claims"); (ii) travel -related vendors in connection with Travel Benefits provided to Enrollees ("Travel Charges"); and
(iii) other vendors or suppliers relating to EDH's provision of administrative services, including: (A) expenses relating to
medical records transfer on behalf of an Enrollee, (B) expenses related to paper/electronic Claims submission, and (C)
swift card fees related to administration of the Travel Benefits or other Enrollee financial incentives ("Administrative
Charges"). Upon receipt, EDH will process and pay Claims, Travel Charges, and Administrative Charges according
to the rates and terms agreed upon by EDH and the Participating Provider or other vendor.
(b) On a weekly basis, EDH will prepare and submit invoices to Client fully disclosing and itemizing the amounts to be
paid for Claims, Travel Charges, and Administrative Charges. Such invoices shall be paid by Client via wire transfer
or electronic funds transfer not more than ten (10) days after Client's receipt of such invoices.
(c) If Client fails to pay EDH any amount for Claims within sixty (60) days following receipt of an invoice itemizing such
amount, EDH will notify Client and the Participating Provider of such failure, and EDH use good faith efforts to facilitate
resolution of any payment issues or disputes between Client and the Participating Provider for a period of thirty (30)
days. If the issue(s) are not resolved and payment is not made by the end of such 30-day period, EDH will notify Client,
and the Participating Provider, and the Participating Provider may terminate provision of Covered Services to Client
and its Enrollees. Client acknowledges and agrees that the Participating Provider may then seek to recover payment
of such amounts directly from Client and/or the applicable Enrollee(s). In such event, Client and the Enrollee(s) will
Addendum Page 19 of 47
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lose the benefit of any discounts or rates associated with EDH's contract with the Participating Provider, and the Client
or Enrollee will be responsible for up to the full amount of the Participating Provider's billed charges.
(d) EDH will process initial "claims for benefits" as well as appeals related to the Covered Services in compliance with
the ERISA claims and appeals rules set forth in 29 CFR Part 2560, as modified by the Patient Protection and Affordable
Care Act of 2010 and its implementing regulations (PPACA) ("Claims Rules"). EDH acknowledges that it is a named
fiduciary with respect to such claims and appeals processing related to the Covered Services. Client agrees that EDH
may perform claims and appeals services through a third party consented to by Client in writing pursuant to the
applicable provisions of the Agreement (the "Claims and Appeals Subcontractor"); provided, EDH acknowledges
and agrees that, despite any such delegation of claims and appeals authority, EDH shall remain the named fiduciary
pursuant to ERISA with respect to such claims and appeals services. EDH agrees to accept fiduciary status solely with
respect to its performance of any claim or appeal.
10. Fees; Savings Guarantee
The fees and fee payment terms shall be as set forth in Schedule A to this Statement of Work. EDH will provide a
savings guarantee according to the terms set forth in Schedule B to this Statement of Work ("Savings Guarantee").
11. Miscellaneous
(a) Client acknowledges and agrees that EDH is neither authorized nor qualified to engage in any activities that
constitute the practice of medicine under applicable state law, and that Participating Providers will provide or arrange
for the provision of services that actually or potentially constitute the practice of medicine under applicable state laws.
For the avoidance of doubt, Participating Providers shall not be considered subcontractors of EDH for purposes of the
Agreement or this Statements of Work, and Client acknowledges and agrees that EDH makes no warranty, express or
implied, concerning the diagnosis, treatment, or care rendered by a Participating Provider to Enrollees.
(b) EDH's role is strictly limited to offering the administrative services set forth in this Statement of Work. Client
delegates to EDH only those powers and responsibilities with respect to development, maintenance and administration
of the Plan that are specifically enumerated in this Statement of Work. Any function not specifically delegated to EDH
in this Statement of Work shall remain the sole responsibility of Client or its other designees. Client agrees that: (i) this
Statement of Work is for administrative services only as specifically set forth herein, and (ii) this Statement of Work is
not intended to be a contract of insurance under any laws or regulations. EDH does not insure, guarantee or underwrite
the liability of Client, the Plan, or any other third party. Client has total responsibility for payment of Claims, Travel
Charges, Administrative Charges, and all other charges or expenses incidental to the Plan. Unless expressly set forth
in this Statement of Work, EDH is not a fiduciary of the Plan. EDH shall have no responsibility for collecting premiums
or contributions for insurance coverage or for establishing a premium fiduciary account.
(c) EDH shall have no discretionary authority to interpret or manage the Plan. Client shall be responsible for
determining the benefits, premium rates, underwriting criteria, acquisition of reinsurance, and other procedures
applicable to the Plan. Client shall have the final authority and responsibility regarding interpretation, application, and
competent administration of the Plan. Upon reasonable request of EDH, Client will resolve all ambiguities and disputes
relating to the terms of the Plan, eligibility of an Enrollee, Plan coverage, denial of Claims, or any other Plan
interpretation questions reasonably posed by EDH. If adjudication of a Claim requires interpretation of ambiguous Plan
language, and Client has not previously indicated to EDH the proper interpretation of the language, then Client will be
responsible for resolving the ambiguity or any other dispute.
(d) Client shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the
Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state
and federal laws and regulations, including ERISA. Client shall be responsible for incorporating a description of the
Services into the Plan's summary plan description or other documents in compliance with applicable law. If Client or
the Plan institutes a policy or procedure that is relevant to EDH's provision of the Services pursuant to this Statement
of Work, Client shall provide EDH written documentation setting forth such policy or procedure. Any such policy or
procedure that is in conflict with the terms of the Agreement or this Statement of Work shall require the written consent
of EDH. Client acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the
performance of any of the Services under this Statement of Work. Client shall be responsible for the determination and
reporting of any applicable federal, state, and/or local tax responsibility, if any, incurred as a result of the Services
provided by EDH under this Statement of Work. Client represents and warrants that Client has obtained the requisite
consent or authorization from Enrollees necessary for EDH to perform the Services hereunder.
(e) During the term of this Statement of Work and for a period of twelve (12) months after termination or expiration of
this Statement of Work, Client agrees that it will not: (i) enter into a contract directly with any Participating Provider for
provision of Covered Services; (ii) solicit or attempt to solicit any Participating Provider for provision of Covered
Services; or (iii) divert or attempt to divert any Participating Provider away from EDH for purposes of contracting directly
with Client for the provision of Covered Services.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Addendum Page 21 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
IN WITNESS WHEREOF, the Parties agree to the foregoing terms of agreement through the execution below by their
respective, duly authorized representatives.
Employer Direct Healthcare, LLC
Signed by: ll
By: vi&hvu Wdl1t,V�'[�t4
oosEaossdte r fi el d
Name: Di c on
Title: President
Date: 11/11/2024
City of Fort Worth
By:
Name:
Title:
Date:
Addendum Page 22 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Schedule A — Fees
Network Use Fee
Client shall pay EDH a fee equal to Five Dollars ($5.00) per Employee per month (the "Network Use Fee")
The Parties agree that the Network Use Fee shall be subject to increase following each anniversary of the Effective
Date upon thirty (30) days' prior written notice by EDH. Increases shall not occur more frequently than once annually
during the SOW Term. The amount of any such increase shall be equal to the percentage rate of increase according
to the Consumer Price Index -All Urban Consumers (CPI-U) relating to Medical Care Services published by the U.S.
Bureau of Labor Statistics, and the period of time to be used for determining such CPI-U percentage rate increase
shall be from the Effective Date (or, if applicable, the date on which a prior adjustment to the Network Use Fee
became effective) until the date on which notice is delivered by EDH. For the avoidance of doubt, the Network Use
Fee shall not be decreased pursuant to this Section 1 during the SOW Term
2. Communications Fee
EDH shall not charge an additional fee or expense relating to the Communications Materials described in Section 7 of
the Statement of Work, conditioned upon Client's adherence to the communications requirements set forth in Section
7 of this Statement of Work. If Client fails to adhere to the communications requirements set forth in Section 7 of this
Statement of Work, Client shall pay EDH a fee for EDH's services relating to the Communications Materials equal to
twenty-five cents ($0.25) per Employee per month (the "Communications Fee").
If Client requests that EDH create or distribute educational and promotional communications materials in addition to
the Communications Materials described in Section 7 of this Statement of Work, Client shall pay all reasonable costs
and expenses actually incurred by EDH related to such request.
Billing and Pavment
The Network Use Fee and Communications Fee (if applicable) shall be calculated each month based on the monthly
weighted average of Employees according to the Client -provided Eligibility Data File of the prior month. During any
period in which Client fails to provide EDH with weekly Eligibility Data Files in accordance with this Statement of Work,
the Network Use Fee and Communications Fee shall be calculated based upon the number of Employees listed in the
most recent conforming Eligibility Data File received by EDH. Notwithstanding the foregoing, upon EDH's receipt of
conforming Eligibility Data Files for any period of deficient Eligibility Data File production, the Network Use Fee and
Communications Fee for such period shall be recalculated by EDH, and Client shall remain obligated to pay EDH the
amount of any underbilled Network Use Fee relating to such period.
On a monthly basis, EDH will prepare and submit invoices to Client fully disclosing and itemizing the amounts of the
Network Use Fee and Communications Fee (if applicable). Such invoices shall be paid by Client not more than thirty
(30) days after Client's receipt of such invoices via wire transfer or electronic funds transfer. With the exception of
amounts subject to good faith dispute by Client, all past due amounts will be subject to the applicable state default
interest rate.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Schedule B — Savings Guarantee
Certain Definitions:
"Case Rate" means, with respect to an Episode of Care, the sum of all allowed charges for Covered Services provided
during or in relation to such Episode of Care (inclusive of all technical, professional, facility, and other medical services)
billed by Participating Providers. Covered Services included in a Case Rate include, without limitation: (a) the Medically
Necessary Services rendered by a Participating Provider during an Episode of Care; (b) equipment used by a hospital
or facility; (c) in -hospital or in -facility medications or biologics and supplies; (d) implants; (e) laboratory testing and
services; (f) in -hospital meals; (g) hospital confinement days; (h) in -hospital or in -facility nursing care; (i) in -hospital
physical therapy; and Q) post -discharge follow-up consultations occurring within the applicable global period defined by
the Centers for Medicare & Medicaid Services ("CMS"). The Case Rate shall not include: (1) medical consultations
and diagnostic testing provided in advance of an Episode of Care to determine whether or not the medical procedure
to which the Episode of Care relates is a Medically Necessary Service; (2) convenience items requested by Enrollees
(e.g., charges for telephone use, premium television access, guest meals, or other similar items or services furnished
for the convenience/comfort of an Enrollee); (3) Travel Charges and Administrative Charges; and (4) any medical
procedure or medical care that is not a Medically Necessary Service.
"Comparable Case Rate" means, with respect to an Episode of Care, the total amount reasonably determined by EDH
to be the sum of all allowed charges for Covered Services provided during or in relation to such Episode of Care
(inclusive of all technical, professional, facility, and other medical services) if such Covered Services were provided by
health care providers outside of EDH's network of Participating Providers. In determining any Comparable Case Rate,
EDH may take into account: (a) Client's actual historical bundled case rates and/or claims data; and/or (b) EDH's
observed historical average bundled case rates and claims data. In any event, EDH's determination of any Comparable
Case Rate will take into consideration all applicable procedure codes, geography, and procedure setting (i.e., inpatient
vs. outpatient).
"EDH Savings" means Client's savings during the Initial SOW Term based on: (a) with respect to each Episode of
Care during the Initial SOW Term, the difference between the actual Case Rate paid by Client to EDH and the
Comparable Case Rate for such Episode of Care; (b) Client's savings during the Initial SOW Term attributable to
avoided surgical complications of Enrollees (determined by EDH using the incremental frequency of complications
occurring outside of EDH's network of Participating Providers and the increase in procedure cost associated with such
complications); and (c) Client's savings attributable to avoided medical procedures (determined by EDH using the cost
of procedures which were not performed by a Participating Provider, but were otherwise recommended by a physician
outside of EDH's network of Participating Providers).
Savings Guarantee:
(a) Within sixty (60) days from the date of EDH's receipt of all Claims, Travel Charges, and Administrative Charges
relating to Covered Services and related administrative services provided pursuant to this Statement of Work during
the Initial SOW Term (the "Report Date"), EDH will calculate and provide Client with a report containing (i) EDH's
calculation of EDH Savings during the Initial SOW Term and (ii) the total amount of Network Use Fees paid by Client
during the Initial SOW Term.
(b) If the calculation described in the preceding paragraph shows the total amount of Network Use Fees paid by
Client during the Initial SOW Term to be in excess of the EDH Savings accrued to Client during the Initial SOW Term
(an "EDH Savings Deficit"), then Client shall be entitled to offset Client's obligation to pay Network Use Fees during a
Renewal SOW Term by up to the amount of the EDH Savings Deficit; provided however, in the event Client elects not
to renew this Statement of Work for a Renewal SOW Term pursuant to Section 2 of this Statement of Work, EDH shall
make payment to Client in the amount of the Savings Deficit within thirty (30) days of the Report Date. If the calculation
described in the preceding paragraph shows the EDH Savings to be in excess of the total Network Use Fees paid by
Client during the Initial SOW Term, Client shall not be entitled to any setoff or payment from EDH, and EDH shall have
no further obligation with respect to the EDH Savings guarantee described in this Section.
(c) On an annual basis during the Initial SOW Term, EDH will provide Client with a pro forma calculation of EDH
Savings and aggregate Network Use Fees paid by Client for the purpose of tracking and evaluating the progress and
performance in relation to the savings guarantee described in this Section.
(d) In the event Client breaches the Agreement or this Statement of Work; or in the event Client terminates the
Agreement or this Statement of Work prior to expiration of the Initial SOW Term (with the exception of Client's
termination for cause as a result of EDH's uncured breach), such action shall immediately constitute a full and final
waiver by Client of any obligation of EDH relating to the Savings Guarantee described in this Schedule B, and EDH
shall be fully and finally discharged and released from any such obligations. For the avoidance of doubt, EDH's
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
obligations with respect to the Savings Guarantee described in this Schedule B shall only apply to the Initial SOW
Term.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
STATEMENT OF WORK NO. 2
CANCER CARE DIRECT
This Statement of Work No. 2 (this "Statement of Work") is entered into by and between Employer Direct Healthcare, LLC
("EDH") and City of Fort Worth ("Client"). This Statement of Work is entered into pursuant and subject to the Master Services
Agreement ("Agreement") by and between EDH and Client, effective July 1, 2024, to which this Statement of Work shall be
attached. This Statement of Work is fully incorporated into and made part of the Agreement. In the event of any conflict between
the body of the Agreement and this Statement of Work, this Statement of Work shall prevail.
Certain Defined Terms
Capitalized terms not defined in this Statement of Work shall have the meaning given to them in the Agreement. The
following capitalized terms shall have the following meanings for the purpose of this Statement of Work:
"Employee" means any United States domiciled employee of Client who is currently enrolled in a Plan
"Engaged Enrollee" means an Enrollee who engages at least once per month with the Support Team, regardless
of channel (e.g., phone call, online chat, or email communication between Enrollee and Support Team).
"Enrollee" means any Employee and any other United States domiciled individual receiving benefits under a Plan (including,
for the sake of clarity, any individual utilizing such health plan through COBRA or as a dependent or beneficiary of an
Employee). Enrollees shall be identified in the Eligibility Data Files (defined below).
"Enrollee Caregiver" means a family member or close friend of the Enrollee that has been designated as such
and asked to engage with EDH on behalf of the Enrollee.
"Plan" means any self -insured health benefits plan sponsored by Client
Term and Termination.
(a) This Statement of Work is made effective and will commence as of July 1, 2024 (the "SOW Effective Date") and
will continue in effect for an initial term of three (3) years ("Initial SOW Term"). Following the Initial SOW Term, this
Statement of Work shall automatically renew for successive one-year periods (each such period, a "Renewal SOW
Term") unless either Party provides written notification of non -renewal to the other Party not less than ninety (90) days
prior to the end of the then -current term. The Initial SOW Term and, if applicable, any Renewal SOW Terms shall be
collectively referred to herein as the "SOW Term".
(b) EDH or Client may immediately terminate this Statement of Work in the event that the other Party materially
breaches any provision of this Statement of Work and fails to cure such breach within ninety (90) days after receipt of
notice of such breach; provided, however, that this cure period provision shall not be applicable to a repeat of
substantially the same breach. In addition, EDH or Client may terminate this Statement of Work, effective upon written
notice to the other Party if any law or official interpretation of any such law renders any provision of this Statement of
Work illegal under applicable law; provided however, that EDH and the Client shall, prior to such termination, enter into
good faith negotiations to amend this Statement of Work so as to make it conform to applicable law while still
maintaining the original purpose of this Statement of Work to the maximum extent possible. If such parties fail to reach
an agreement within thirty (30) days after the inception of such negotiations, then this Statement of Work shall
terminate.
(c) Termination or expiration of this Statement of Work for any reason shall not affect the obligation of any Party to
pay any amount due that arose prior to the effective date of such termination or expiration or to perform any duty that
arose prior to the effective date of such termination or expiration.
Support Services
(a) EDH will make available a telephone line staffed with EDH personnel dedicated to providing Enrollees with
information and navigation support regarding cancer -related issues ("Support Team"). The Support Team will accept
inbound outreach from Enrollees and, as applicable and as requested by Enrollees, provide the following services
("Support Services"):
(i) help Enrollees understand their specific type and stage of cancer;
(ii) help Enrollees understand diagnostic testing, staging studies, and the specialty/subspecialty types of
physicians who may participate in their care throughout their cancerjourney;
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
(iii) help Enrollees understand the type of treatment(s) typically provided for their type and stage of cancer and
some of the potential treatment options that they may need to consider in their care planning with the physician
who is directing their care;
(iv) help Enrollees prepare for their appointments with a physician, including help in preparing a list of key
questions related to their care planning, goals of care, modalities of care, potential complications of treatment,
and issues of time away from work and potential limitations to their activities of daily living;
(v) highlight important personal issues (like fertility preservation) and potential issues related to clinical distress
that are frequently experienced during a cancer journey (like nausea, discomfort, and other side effects from
treatment), if appropriate, so that Enrollees may ask their treating physician questions related to their
concerns;
(vi) provide navigation assistance to Enrollees searching for a physician or facility suited to provide care and
treatment in relation to the Enrollee's specific type and stage of cancer (including, without limitation, providing
information to the Enrollee relating to the Quality Standards, providing listings of physicians or facilities whose
qualifications satisfy such Quality Standards, and providing the Enrollee with navigation assistance to
physicians or facilities with whom EDH has an arrangement for Preferred Access);
(vii) provide navigation assistance, if applicable, to Enrollees seeking Expert Advisory Review Services;
(viii)assist Enrollees with planning and scheduling care and treatment from physicians and facilities, including
assistance with the planning, scheduling, and administration of payment for any Travel Service (subject to the
requirements and limitations set forth in Section 10 of this Statement of Work);
(ix) provide non -technical support and guidance in relation Enrollees' use of the Cancer Care Direct Application;
(x) provide Enrollees cancer -related informational materials for the Enrollee's review and education throughout
their cancer journey; and
(xi) provide Enrollees with information about emerging treatments and/or clinical trials, if applicable to the
Enrollee's medical history and specific type and stage of cancer.
(b) The Support Services will be available to Enrollees during EDH's normal business hours, Monday through Friday
(the following holidays excepted: New Year's Day, Martin Luther King Day, Memorial Day, Juneteenth, Independence
Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day). Informational materials
relating to the Support Services will be sent to Enrollees requesting such materials, by mail or by email.
4. Quality Standards and Preferred Access
(a) If requested by an Enrollee, as part of the Support Services, EDH will assist the Enrollee with an evaluation of
physician or facility qualifications relating to provision of care or treatment for the Enrollee's specific type and stage of
cancer. Such evaluation includes review and assessment of the physicians' or facilities' applicable quality -related
attributes such as: (i) specialized training, board certification, and fellowships in applicable fields; (ii) case volumes; (iii)
relevant and available criminal history; (iv) malpractice claims; (v) medical board or state licensure status and/or
sanctions; (vi) when applicable, procedure -specific treatment and care protocols; (vii) integrated, clinical care pathways;
(viii) personalized medicine capabilities; (ix) expert pathology review capabilities; (x) multidisciplinary capabilities;
(xi) onsite navigation capabilities; and (xii) access to emerging therapies and clinical trials ("Quality Standards").
(b) Additionally, EDH has relationships with certain physicians and facilities pursuant to which such physicians and
facilities provide Enrollees who are referred by EDH with preferential response timing and appointment timing
("Preferred Access"). The objective of such relationships is to provide Enrollees with (i) readily available access to
physicians and facilities that satisfy the Quality Standards and (ii) reduced wait times for consultations and
appointments with such physicians and facilities. If requested by an Enrollee, the Support Team will provide assistance
to the Enrollee in receiving such Preferred Access by assisting in the planning and scheduling of care and treatment
with the physicians or facilities.
(c) EDH shall use good faith efforts to verify that any physicians or facilities that are recommended to Enrollees to
provide care or treatment are in -network under the applicable Plan, which efforts shall include verifying the providers'
network status on the Plan TPA's publicly available record of in -network providers. Client acknowledges and agrees
that any care or treatment received by an Enrollee from any health care provider (including physicians or facilities with
whom EDH has a Preferred Access relationship) will be billed by health care providers to the Enrollee, the third -party
administrator responsible for administering medical benefits for the Plan ("Plan TPA"), and/or the Plan's pharmacy
benefits manager ("Plan PBM") and subject to the Plan's coverage requirements and any applicable exclusions from
coverage under the Plan.
Cancer Care Direct Application
(a) Enrollees will have access to a secure digital application, which follows and assists Enrollees through their cancer
journey ("Cancer Care Direct Application"). The Cancer Care Direct Application will be made available to Enrollees
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via web platform and mobile application (iOS and Android). The following features and services will be made available
by EDH to Enrollees as a part of the Cancer Care Direct Application:
(i) Verification of eligibility of the Enrollee upon initial registration and each time the Enrollee logs in to the Cancer
Care Direct Application;
(ii) Two -factor authentication of Enrollees upon initial registration with the Cancer Care Direct Application;
(iii) A medication tracker to enable Enrollees to track their cancer treatment;
(iv) A tracker where Enrollees input their symptoms, side effects from treatment, moods, and sleep patterns, all of
which the Support Team can view and use to support Enrollees as necessary;
(v) Appointment tracking to assist Enrollees in tracking their upcoming consultations, treatments, and
appointments;
(vi) Ability to grant access to an Enrollee Caregiver to view Enrollees information within the Cancer Care Direct
Application (Enrollee's may share as much information with Enrollee Caregiver as the Enrollee elects);
(vii) Chat capabilities, whereby Enrollees may communicate directly with the Support Team;
(viii) Nudge and recommendation engine for the purpose of reminding members to take certain action in relation to
their diagnosis, treatment, or care;
(ix) Library of content individually curated to each Enrollee's diagnosis and treatment, including articles related to
nutrition, mental health, financial management, exercise, and more; and
(x) Capability to capture Enrollee forms (e.g., HIPAA authorization forms for purposes of facilitating medical record
transfers on behalf of the Enrollee)
(b) In connection with the Cancer Care Direct Application, the Support Team may reach and communicate Enrollees
during pivotal stages of their cancer diagnosis, treatment, and care, including: (i) at Enrollee's initial diagnosis; (ii) as
Enrollees begin a new cancer treatment; (iii) prior to or after cancer treatments or consultations; (iv) after a sustained
amount of time without contact from the Enrollee; and (v) after a certain symptom or side effect is identified in the
Cancer Care Direct Application.
(c) The Cancer Care Direct Application will be available twenty-four (24) hours a day, seven (7) days a week, with the
exception of short periods of downtime for routine maintenance. In the event of any reproducible and verifiable failures
of the Cancer Care Direct Application to materially conform to the requirements set forth in this Statement of Work (e.g.,
Enrollee login or registration issues) (an "Application Error"), EDH will provide technical support related to the Cancer
Care Direct Application, including: (i) assisting Client in identifying and reporting such Application Errors which may
need correction; (ii) providing technical solutions related to Enrollees impacted by such Application Errors; and (iii)
delivering technical updates to the Cancer Care Direct Application containing corrections of any such Application Errors.
Expert Advisory Review Services
(a) In connection with the Support Services, EDH will provide Enrollees access to EDH's integrated relationship with
AccessHope, LLC ("AH") and AH's contracted network of professional organizations ("Clinical Experts") (AH and
Clinical Experts, collectively, "AccessHope"). AccessHope will provide Enrollees with Expert Advisory Reports and
Clinical Consultation Calls, each as described in more detail below (collectively, the "Expert Advisory Review
Services"). Expert Advisory Review Services may be requested by Enrollees ("Expert Advisory Review Request")
by contacting the Support Team. The Support Team will promptly forward such requests to AccessHope. In turn, the
Support Team and AccessHope, as applicable, will provide or arrange for the provision of the Expert Advisory Review
Services, as follows:
(b) Upon receipt of an Expert Advisory Review Request, AccessHope personnel will attempt to contact the Enrollee's
treating physician to request the Enrollee's medical records and such additional clinical documentation as the Clinical
Expert deems reasonably necessary to prepare an Expert Advisory Report ("Clinical Documentation"). If following
review of an Expert Advisory Review Request, the Clinical Expert determines, in his or her reasonable clinical
discretion, that a review of pathology slides is necessary or appropriate to prepare an Expert Advisory Review Report
(as defined below), AccessHope personnel will request pathology slides as part of the Clinical Documentation. If no
response is received following the initial outreach to the treating physician, AccessHope personnel will attempt to
contact the treating physician an additional two (2) times. After three (3) attempts, EDH and AccessHope shall have
no further obligation to follow-up with the treating physician or provide an Expert Advisory Report or other Expert
Advisory Review Service in connection with the Enrollee's request for an Expert Advisory Report.
(c) The reviewing Clinical Expert will review each request for Expert Advisory Review Services and Clinical
Documentation received in connection therewith, and following such review will determine, in his or her reasonable
clinical discretion, whether the Expert Advisory Review Service is appropriate for an Enrollee ("Accepted Case").
(d) For each Accepted Case, AccessHope will arrange for a Clinical Expert to review an Enrollee's diagnosis and
treatment plan and provide to the Support Team and the Enrollee's treating physician a written recommendation
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
regarding the clinical appropriateness of a proposed treatment plan or regarding the development of a clinically
appropriate treatment plan for the Enrollee, including, if appropriate, proposing alternative considerations or next steps
and providing a recommendation regarding the clinical appropriateness of a proposed genetic/genomic test for an
Enrollee or a clinical interpretation of genetic/genomic test results for an Enrollee, when applicable (an "Expert
Advisory Report"). If, in connection with an Expert Advisory Report, the Clinical Expert provides a clinical
recommendation regarding the appropriateness of a genetic/genomic test ordered or prescribed for an Enrollee, such
Clinical Expert may recommend to the treating physician that only a particular component of the genetic/genomic test
be performed or that an alternative genetic/genomic test be performed. If, in connection with an Expert Advisory Report,
the Clinical Expert provides a clinical interpretation of genetic/genomic test results for an Enrollee, such Clinical Expert
will review the results and provide a written report interpreting the results and recommending next steps to the treating
physician, including a clinically indicated course of treatment. In connection with an Expert Advisory Report, the Clinical
Expert will identify and provide a listing of emerging therapies and/or clinical trials, or types of facilities or laboratories
considered clinically appropriate to effect the recommendations or the treatment plan, if any, for which the Enrollee may
be eligible.
(e) The Support Team or AccessHope may request additional medical records following provision of an Expert
Advisory Report for quality assessment purposes and/or to determine the impact, if any, of the Expert Advisory Report
on the Enrollee's care. AccessHope will forward each Expert Advisory Report to the Support Team and the Enrollee's
treating physician, and will also simultaneously forward such Expert Advisory Report to the Enrollee.
(f) Each Expert Advisory Report will be completed and provided to the Enrollee's treating physician and the Enrollee,
within seven (7) business days of receiving any and all Clinical Documentation related to an Expert Advisory Review
Request. Any request or required Clinical Documentation received after normal business hours will be considered to
have been received on the following business day for purposes of the turnaround times described in this Section.
Additionally, for each Accepted Case, AccessHope will provide a copy of the Clinical Documentation collected to
perform an Expert Advisory Report to the Client.
(g) Unless EDH or the Enrollee requests otherwise in writing, AccessHope personnel will reach out to the treating
physician of an Enrollee to arrange for a Clinical Expert to consult with such treating physician (a "Clinical
Consultation Call") regarding the Expert Advisory Report. AccessHope personnel shall make two (2) attempts (the
"CCC Attempts"), separated by at least two (2) business days, to contact the Enrollee's treating physician or staff via
telephone for the purpose of scheduling the Clinical Consultation Call. If the Enrollee's treating physician is
unresponsive after the CCC Attempts, AccessHope shall have no further obligation to perform a Clinical Consultation
Call.
Client Reporting
Each quarter, EDH shall prepare a report and distribute the same to Client detailing: (i) Enrollee sign-ups; (ii) the amount
of Engaged Enrollees; and (iii) de -identified Enrollee case studies and feedback.
Data Requirements
(a) On a weekly basis, Client or its designee shall provide EDH an eligibility file containing the information of each
Enrollee in accordance with EDH's standard specifications and requirements ("Eligibility Data File"). Client shall be
responsible for payment for any services provided to ineligible individuals occurring as a result of Client's or its
designee's: (i) untimely provision of an Eligibility Data File to EDH; (ii) failure to meet EDH's standard criteria or
requirements for an Eligibility Data File; or (iii) inclusion of inaccurate information in any Eligibility Data File.
(b) Additionally, on a weekly basis, Client shall, or shall cause its designee (e.g., the Plan TPA or Plan PBM) to provide
EDH: (i) a file containing health care benefit eligibility inquiries from health care providers and responses from the Plan
TPA or Plan PBM (i.e., 270/271 transaction sets) for oncology -related services to be furnished to Enrollees ("270/271
Data File"); (ii) a file identifying all prior authorization requests relating to oncology related services to be furnished to
Enrollees ("Prior Authorization Data File"); and (iii) a file identifying all oncology -related claims submitted by health
care providers (including initial or pre -claims) for oncology -related services or pharmaceuticals furnished or prescribed
to Enrollees ("Claims Data File"). The 270/271 Data File, Prior Authorization Data File, and the Claims Data File shall
be provided in accordance with EDH's standard specifications and requirements for such files.
(c) Client shall be responsible for payment of any fees charged by Client's vendors relating to the provision of any of
the foregoing data files to EDH.
Communications and Incentives.
(a) Throughout the SOW Term, Client will assist EDH with identifying opportunities for the Support Team to conduct
individualized outreach to Enrollees who may qualify for the services performed under this Statement of Work (e.g.,
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
identifying and assisting EDH with integrations with the Plan's benefits navigation vendor or onsite clinic such that those
vendors could refer Enrollees to EDH for Support Team outreach). Additionally, subject to Client's performance of its
obligations pursuant to Section 8(b), EDH will: (i) identify Enrollees who may qualify for the services performed by EDH
under this Statement of Work based on certain diagnosis (ICD-10), procedure (CPT), genetic/genomic (HCPCS), or
drug (J) codes included in the Prior Authorization Data File and Claims Data File and (ii) conduct individualized outreach
to such identified Enrollees to inform them of the services available to Enrollees under this Statement of Work.
(b) Prior to the commencement of each Plan year during the SOW Term, Client shall approve the form and content of
and authorize EDH to distribute a quarterly print and electronic communication to all Enrollees regarding the services
provided under this Statement of Work. EDH will coordinate the distribution of the communications materials described
herein. Client shall be responsible for obtaining the requisite consent or authorization from Enrollees necessary for
EDH to distribute the communications materials described herein. The fee and payment terms for EDH's coordination
and distributions of the communications described in this Section 9(b) shall be as set forth in Schedule A to this
Statement of Work.
10. Travel Benefits.
From time to time, an Enrollee may choose to travel by car or airplane to the nearest physician or facility to the Enrollee
that EDH determines meets the Quality Standards for the Enrollee's specific type and stage of cancer. If such nearest
physician or facility meeting the Quality Standards is greater than 50 miles away from the Enrollee's home address,
EDH will coordinate and administer travel related to such Enrollee's care or treatment, which will include, as applicable,
EDH's coordination of logistics and payment related to airfare, hotel, mileage for driving, and/or other daily expense
allowance(s) ("Travel Benefits"). EDH shall not be responsible for determining whether or not an Enrollee's travel for
medical care or treatment poses risk to the Enrollee's health.
11. Travel Charges and Administrative Charges.
(a) EDH will receive and process invoices, and other written or electronic notices or requests for reimbursement from
(i) travel -related vendors in connection with Travel Benefits provided to Enrollees ("Travel Charges") and (ii) other
vendors or suppliers relating to EDH's provision of administrative services, including: (A) expenses relating to medical
records transfer on behalf of an Enrollee, and (B) swift card fees related to administration of the Travel Benefits or other
Enrollee financial incentives ("Administrative Charges"). Upon receipt, EDH will process and pay Travel Charges
and Administrative Charges according to the rates and terms agreed upon by EDH and the applicable vendor.
(b) On a monthly basis, EDH will prepare and submit invoices to Client fully disclosing and itemizing the amounts to
be paid for Travel Charges and Administrative Charges. Such invoices shall be paid by Client via wire transfer or
electronic funds transfer not more than ten (10) days after Client's receipt of such invoices.
12. Fees.
The fees and fee payment terms shall be as set forth in Schedule A to this Statement of Work.
13. Miscellaneous
(a) Notwithstanding anything in the Agreement or this Statement or Work to the contrary, the Parties acknowledge
and agree that the services under this Statement of Work shall not be provided for or on behalf of any Enrollee who
does not have a cancer diagnosis or who is located and/or being treated by a physician located outside the United
States.
(b) Client acknowledges and agrees that EDH and AccessHope shall not have any obligation to provide the services
under this Statement of Work unless and until the Enrollee has executed written authorization(s) and
acknowledgment(s) of certain terms and conditions related to such services, to be provided and obtained by EDH
and/or AccessHope. Client further acknowledges and agrees that EDH and AccessHope's ability to perform the
services under this Statement of Work is conditioned on and subject to the timely receipt of necessary medical records
and other clinical data from third parties (e.g. treating physicians) requested by EDH and AccessHope.
(c) Client acknowledges and agrees that: (i) the purpose of the services provided under this Statement of Work is to
provide Enrollees and their physicians, with access to additional information which they may or may not use related to
the detection, treatment and avoidance of cancer; (ii) EDH and AH are neither authorized nor qualified to engage in
any activities that constitute the practice of medicine under applicable state law; (iii) the Clinical Experts may not be
licensed as doctors in the state where the Enrollee or their treating physician is located and neither EDH nor
AccessHope intend to practice medicine nor, when providing the Expert Advisory Review Services, to diagnose, provide
medical consultation or treatment, render any medical judgment, or make any medical recommendation (as to any
treatment), order tests, or prescribe medications; and (iv) the services provided by EDH and AccessHope under this
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Statement of Work are not a substitute for in -person care and there is no intent to create or establish a physician -patient
relationship by virtue of the performance by EDH or AccessHope of the services under this Statement of Work.
(d) Notwithstanding anything in this Statement of Work to the contrary, the Parties acknowledge and agree that EDH,
AccessHope, and their respective employees, subcontractors, agents, or other representatives ("Representatives")
shall not be a named fiduciary to the Plan and are not intended as a functional fiduciary to the Plan. Accordingly, the
Parties acknowledge and agree that EDH, AccessHope, and their respective Representatives: (i) do not, and shall not,
have authority to interpret or apply any Plan documents or Plan terms, including any internal rule, guideline, protocol
or other similar criterion relied upon to determine whether to approve or deny a claim for benefits under the Plan; (ii)
will not act as a claims administrator for the Plan, (iii) will not have any discretionary authority or control respecting
management of the Plan or any authority or control respecting management or disposition of Plan assets, and (iv) will
not otherwise act in a fiduciary capacity with regard to the Plan. As a result, the Parties acknowledge and agree that
EDH, AccessHope, and their respective Representatives will not make, and in no event shall such parties be deemed
to have made or be liable for, a determination under any Plan as to whether: (1) any medical service or supply should
or should not be authorized by the Plan; (2) any medical service or supply is or is not a covered benefit or service under
the Plan terms, including under any "medically necessary," "experimental and investigational" or other similar criteria
established for any Plan; (3) any medical service or supply should or should not be performed by a particular provider
of medical services or supplies; (4) a particular provider of medical services or supplies is or is not or should or should
not be a participant or provider of service in any network with respect to the Plan; or (5) any medical service or supply
is or is not a covered benefit or service under the Plan terms if performed by a particular provider of medical services
or supplies.
(e) Client or its designees shall have full authority and responsibility regarding interpretation, application, and
competent administration of the Plan. Client acknowledges and agrees that EDH, AccessHope, and their respective
Representatives do not assume any responsibility or authority hereunder for the design, funding, or operation of any
employer -sponsored employee welfare benefit plan (as defined in ERISA Section 3(1)) or for compliance of any such
plan with ERISA, including any aspect of COBRA.
(f) Client shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the
Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state
and federal laws and regulations, including ERISA. Client shall be responsible for incorporating a description of the
services provided under this Statement of Work into the Plan's summary plan description or other documents in
compliance with applicable law. If Client or the Plan institutes a policy or procedure that is relevant to the provision of
services pursuant to this Statement of Work, Client shall provide EDH written documentation setting forth such policy
or procedure. Any such policy or procedure that is in conflict with the terms of the Agreement or this Statement of Work
shall require the written consent of EDH.
(g) Client acknowledges and agrees that EDH, AccessHope, and their respective Representatives will not be deemed
to be a legal or tax advisor as a result of the performance of any of the services under this Statement of Work. Client
shall be responsible for the determination and reporting of any applicable federal, state, and/or local tax responsibility,
if any, incurred as a result of the services provided by EDH, AccessHope, and their respective Representatives under
this Statement of Work.
(h) EDH does not insure, guarantee or underwrite the liability of Client, the Plan, or any other third party. Client has
total responsibility for payment of all amounts payable under this Statement of Work and all other charges or expenses
incidental to the Plan. EDH shall have no responsibility for collecting premiums or contributions for insurance coverage
or for establishing a premium fiduciary account.
(i) Client represents and warrants that Client has obtained the requisite consent or authorization from Enrollees
necessary for EDH, AccessHope, and their respective Representatives to perform the services hereunder.
0) In addition to the indemnification provisions set forth in the Agreement, Client will defend, hold harmless, and
indemnify EDH, AccessHope, and their respective Representatives from and against any and all Losses incurred or
suffered by EDH, AccessHope, and their respective Representatives with respect to any Claim arising out of, resulting
from, or related to the following actions or failure to act of Client or its Representatives: (i) Client's or its Representatives'
performance or non-performance of their obligations set forth in Section 13(a)-(f) of this Statement of Work for or on
behalf of the Plan, (ii) any claim, demand, lawsuit, or proceeding alleging that EDH, AccessHope, or their respective
Representatives owed or improperly exercised any fiduciary duty or responsibility to the Plan or Enrollees, or otherwise
violated a provision of ERISA in relation to the services provided under this Statement of Work.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
IN WITNESS WHEREOF, the Parties agree to the foregoing terms of agreement through the execution below by their
respective, duly authorized representatives.
Employer Direct Healthcare, LLC
Signed by: ll
By: Vi&hvu Wdl1qt4
DosEaDssdte r fi el d
Name: Di Mon
Title: President
Date: 11/11/2024
City of Fort Worth
By:
Name:
Title:
Date:
Addendum Page 33 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Schedule A — Fees
1. Cancer Care Direct Fee
During the Initial SOW Term, Client shall pay to EDH a fee equal to Seven Hundred Fifty Dollars ($750) per Engaged
Enrollee per month (the "Cancer Care Direct Fee"). During any Renewal SOW Term, Client shall pay to EDH a fee
equal to One Thousand Dollars ($1,000) per Engaged Enrollee per month.
Additionally, Client shall pay to EDH a fee equal to Five Thousand Six Hundred Dollars ($5,600) per Engaged Enrollee
who receives the Expert Advisory Review Services (the "AccessHope Case Rate"); provided, for the avoidance of
doubt, if an Engaged Enrollee is furnished Expert Advisory Review Services on more than one occasion (e.g., the same
Engaged Enrollee is furnished an Expert Advisory Report and related Clinical Consultation Calls more than once during
their cancer journey), Client shall pay such fee for each time such Engaged Enrollee receives the Expert Advisory
Review Services.
2. Communications Fee
Client shall pay EDH a fee for EDH's educational and promotional communications services equal to twenty-five cents
($0.25) per Employee per month (the "Communications Fee").
For clarity, the Communications Fee only covers those educational and promotional communications materials
described in Section 9 of this Statement of Work. If Client requests that EDH create or distribute educational and
promotional communications materials in addition to those described in Section 9 of this Statement of Work, Client shall
pay all reasonable costs and expenses actually incurred by EDH related to such request.
3. Calculation of Fees; Invoicing
The Communications Fee and, if applicable, the Cancer Care Direct Fee, shall be calculated each month based on the
monthly weighted average of Employees according to the Client -provided Eligibility Data File of the prior month. During
any period in which Client fails to provide EDH with weekly Eligibility Data Files in accordance with this Statement of
Work, the Communications Fee shall be calculated based upon the number of Employees listed in the most recent
conforming Eligibility Data File received by EDH. Notwithstanding the foregoing, upon EDH's receipt of conforming
Eligibility Data Files for any period of deficient Eligibility Data File production, the Communications Fee for such period
shall be recalculated by EDH, and Client shall remain obligated to pay EDH the amount of any underbilled
Communications Fees relating to such period.
On a monthly basis, EDH will prepare and submit invoices to Client fully disclosing and itemizing the amounts of the
Cancer Care Direct Fee, the AccessHope Case Rate, and the Communications Fee. Such invoices shall be paid by
Client not more than thirty (30) days after Client's receipt of such invoices via wire transfer or electronic funds
transfer. With the exception of amounts subject to good faith dispute by Client, all past due amounts will be subject to
the applicable state default interest rate.
Addendum Page 34 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
STATEMENT OF WORK NO. 3
HINGE HEALTH
This Statement of Work No. 3 (this "Statement of Work') is entered into by and between Employer Direct Healthcare,
LLC ("EDH") and City of Fort Worth ("Client'). This Statement of Work is entered into pursuant and subject to the
Master Services Agreement ("Agreement') by and between EDH and Client, effective July 1, 2024, to which this
Statement of Work shall be attached. This Statement of Work is made effective as of July 1, 2024 (the "Effective
Date"). This Statement of Work is fully incorporated into and made part of the Agreement. In the event of any conflict
between the body of the Agreement and this Statement of Work, this Statement of Work shall prevail.
1. Certain Defined Terms. Capitalized terms not defined in this Statement of Work shall have the meaning given to
them in the Agreement. The following capitalized terms shall have the following meanings for purposes of this
Statement of Work:
a. "Employee" means any United States domiciled employee of Client who is currently enrolled in a Plan.
b. "Enrollee" means any Employee and any other United States domiciled individual receiving benefits
under a Plan at the time Covered Services are requested (including, for the sake of clarity, any individual
utilizing such health plan through COBRA or as a dependent or beneficiary of an Employee).
c. "Plan" means any self -insured health benefits plan sponsored by Client.
2. Scope. EDH and Hinge Health, Inc. ("Hinge Health") have a commercial agreement pursuant to which Hinge
Health has authorized EDH to provide access to Hinge Health's Programs, Products and Services (each, as
defined herein) to employer -sponsored group health plans with which EDH has a contractual relationship. This
Statement of Work is entered for the purpose of Client's group health plan(s) obtaining access to such Program,
Products, and Services through EDH as part of the services provided by EDH under the Agreement.
3. Term and Termination.
a. The initial term of this Statement of Work is three (3) years (the "Initial SOW Term"). Following the
Initial SOW Term, this Statement of Work shall automatically renew for successive one-year periods
(each such period, a "Renewal SOW Term") unless either Party provides written notification of non -
renewal to the other Party not less than sixty (60) days prior to the end of the then -current term. The
Initial SOW Term and, if applicable, any Renewal SOW Terms shall be collectively referred to herein as
the "SOW Term".
b. EDH or Client may immediately terminate this Statement of Work in the event that the other Party
materially breaches any provision of this Statement of Work and fails to cure such breach within ninety
(90) days after receipt of notice of such breach; provided, however, that this cure period provision shall
not be applicable to a repeat of substantially the same breach. In addition, EDH or Client may terminate
this Statement of Work, effective upon written notice to the other party if any law or official interpretation
of any such law renders any provision of this Statement of Work illegal under applicable law; provided
however, that EDH and the Client shall, prior to such termination, enter into good faith negotiations to
amend this Statement of Work so as to make it conform to applicable law while still maintaining the
original purpose of this Statement of Work to the maximum extent possible. If such parties fail to reach
an agreement within thirty (30) days after the inception of such negotiations, then this Statement of
Work shall terminate.
c. Termination or expiration of this Statement of Work for any reason shall not affect the obligation of any
Party to pay any amount due that arose prior to the effective date of such termination or expiration or to
perform any duty that arose prior to the effective date of such termination or expiration.
Hinae Health Proaram. Hinge Health reduces group health plan musculoskeletal (MSK) and other conditions
spend by digitally delivering best practice care established by leading medical bodies. Hinge Health accomplishes
this by uniquely delivering the three pillars of intervention that promote long term success: education, exercise
therapy, and behavioral health. Hinge Health will deliver the personalized care described herein to Enrollees who
engage with and enroll in the various care programs set forth below (collectively the "Hinge Health Program" or
the "Program"). Client must incorporate and offer the entire Hinge Health Program (i.e., Prevention, Chronic,
Acute, and Surgery). At the sole discretion of Hinge Health, Clients may be offered either the Milestone Billing
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Model or the Utilization Billing Model. Hinge Health may agree with a Client to move a Client to a different payment
structure, in which case, all Enrollees who have completed their first engagement within a 365-day subscription
period will be billed according to the payment structure in effect at their first engagement. For the avoidance of
doubt, the Utilization Billing Model is not available prior to January 1, 2025.
a. Prevention Program. Hinge Health will provide a software only program to Enrollees (no hardware). The
Prevention Program is designed to increase education of Enrollees regarding key strengthening and stretching
activities around healthy habits and is made available by Hinge Health at no additional charge provided that
the Chronic Program defined in (b) below is offered by Client to Enrollees.
Chronic Program. Hinge Health will deliver evidence -based care for musculoskeletal conditions in a Chronic
Program that includes the following: app-guided exercise therapy sessions, 1:1 access to personal health
coach, personalized educational content, and behavioral health support. The Chronic Program is comprised
of (i) the Hinge Health proprietary exercise systems and technologies; (ii) coaching and alert features; (iii)
Cloud -based data capture and reporting capabilities; and (iv) personalized analytics capabilities (the "MSK
Kit'). Enrollees in the Chronic Program may also be offered the non-invasive ENSO High Frequency Impulse
TherapyTM pain treatment and device service (the "ENSO"), as deemed appropriate by Hinge Health, in its
sole and exclusive authority, for symptomatic relief and management of chronic pain.
c. Acute Program. The Acute Program includes live virtual sessions with a dedicated licensed physical therapist
along with software guided rehabilitation and Enrollee education. However, an Enrollee enrolled in the Acute
Program will only receive six virtual physical therapy sessions per episode prior to in -person healthcare
provider or physical therapy care (additionally, other state laws may limit access without a physician's referral).
Once in -person healthcare provider or physical therapy care occurs, Enrollees can receive an additional six
virtual physical therapy sessions per episode.
d. Surgery Program. The Surgery Program provides Enrollees with access to a physical therapist, a health
coach, and app-guided exercise therapy, and covers both pre- and post -surgical rehabilitation for the most
common MSK surgeries and is designed as an extension of the Chronic Program
e. Expert Medical Opinion. Hinge Health provides access to an Expert Medical Opinion service addressing
MSK clinical issues, including elective MSK procedures. The Expert Medical Opinion program is currently
offered at no charge. The Parties agree and acknowledge that Expert Medical Opinion services may be
provided by subcontracted third party medical services providers.
f. Care Sessions. At the discretion of the Hinge Health care team, and once available, Hinge Health will provide
access to one-on-one care sessions for Enrollees. A Hinge Health care team member will visit an Enrollee's
home, or another location, or will utilize technology to connect with an Enrollee virtually, and may (i) evaluate
the Enrollee's current symptoms, past medical/social/surgical history, medications, allergies, (ii) review recent
treatments and diagnostics, (iii) perform a clinical examination and/or environmental assessment, (iv) assist
in onboarding the Enrollee in the appropriate Program (if necessary), (v) provide physical therapy care, (vi)
guide the Enrollee through initiating an exercise therapy session, (vii) provide relevant medical education, (viii)
provide treatment recommendations, (ix) provide a diagnosis, or (x) order medical consultations, treatments
and/or diagnostics. Enrollees may request a care session. Client agrees and acknowledges that care sessions
may be provided by contracted providers of Hinge Health.
5. Hinge Health Services. Hinge Health will provide the following products and services in relation to the Program
(collectively the "Hinge Health Services" or the "Services"):
a. Hinge Health will use its current process for contacting Enrollees to provide information about Hinge Health
and the Hinge Health Program.
b. Enrollees that express an interest in a particular Hinge Health Program will undergo a clinical suitability
evaluation by Hinge Health before confirming whether such Enrollees may enroll in the Hinge Health Program.
Enrollees will register with Hinge Health online through the Hinge Health website or app, as described in the
marketing materials, complete the screening process, and determine eligibility and clinical qualification.
c. Enrollees engaged in the Chronic Program or Surgery Program will receive the following:
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
(i) a set of wearable sensors (if applicable), a tablet computer installed with Hinge Health's mobile
application (if offered and elected), motion tracking technology (if applicable) and any other Program
features or hardware (collectively, the "Products"). Enrollees may access the Program through their
own device, such as a mobile phone or through a Hinge Health -provided tablet computer, if such
tablets are made available and Enrollee elects to receive one;
(ii) guidance through a core 12-week program that includes education, guided exercise, coaching,
and facilitated social interactions; and
(iii) if, and as appropriate, Enrollees may also receive the ENSO device and accompanying gel pads
and other required accessories (ENSO is offered solely to Chronic Program participants, but Hinge
Health may, in its sole discretion, elect to offer ENSO to Enrollees in other programs).
d. Upon enrollment in the Program, Enrollees will have access to the Hinge Health musculoskeletal educational
material, including, if applicable: (i) Personal Account, accessible via the Hinge Health application; and (ii)
Access to Hinge Health customer service representatives by toll -free number and Web fortechnical assistance
concerning the Hinge Health Programs.
6. Hinge Health Deliverables. Hinge Health will provide the following deliverables in relation to the Program
(collectively the "Deliverables"):
The Products (if applicable) will be delivered directly to Enrollees enrolled in the Program at the contact
address provided for such Enrollee by Client, its designee, or by Enrollee themselves.
b. In the event that fifty (50) or more Enrollees engage with and enroll in the Hinge Health Program in any twelve-
month period, Hinge Health agrees to regularly (up to quarterly at Client's request) deliver reports to EDH of
appropriate metrics, in compliance with applicable law, which gauge the effectiveness and success of the
Program including financial savings. EDH will provide such monthly report(s) to Client in connection with the
standard monthly reports EDH provides Client pursuant to separate statements of work. Any such report shall
be for Client's internal use only.
c. EDH, Hinge Health, and Client will jointly communicate the Program, Products, and Services to Enrollees
through Hinge Health's standard print and/or electronic communications. For the avoidance of doubt, Client
shall not be entitled to any customization of Hinge Health's standard marketing materials. Hinge Health shall
be responsible for all reasonable costs and expenses actually incurred by EDH or Client related to Enrollee
communications, provided that any such expenses are approved in advance by Hinge Health.
Hinge Health Fee (Milestone Billinq Model).
a. The Prevention Program and Expert Medical Opinion Program are offered at no charge.
b. The Chronic Program will be provided to Client's group health plan(s) at $995 per year for each Enrollee
who engages in and enrolls in the Chronic Program (subject to the milestone schedule below).
c. If Client selects and incorporates the Chronic Program, Client may also elect to provide the Acute Program
at a fee of $250 per year for each Enrollee who receives items or services through the Acute Program.
d. Hinge Health will provide the Surgery Program to Client's group health plan(s) for a fee of $995 (subject
to the milestone schedule below) per year per Enrollee who engages in the Surgery Program. If Client
selects and incorporates the Chronic Program in (b) above, Client may elect to provide the Surgery
Program to Enrollees engaged in the Chronic Program for no additional fee (e.g., the annual cost for a
particular Enrollee will not exceed $995 per year (subject to the milestone schedule below), excluding
Care Sessions.
e. Care Sessions will be provided to Client's group health plan(s) at $150 per Care Session, billable at the
time of the care session. No-shows or late cancellations may incur a fee. If an Enrollee completes an
exercise therapy session or another billable activity in a Program during their care session, that may be
separately billable as set forth above. The fee per care session may be increased by Hinge Health, subject
to Client approval (which approval may be via email).
f. The fee for each component of the Program is set forth above, but will never exceed $995.00 per year
per Enrollee who engages in and enrolls in the Program (the "Hinge Health Fee"), excluding Care
Sessions. However, the Hinge Health Fee for the Chronic and Surgery Programs associated with an
Addendum Page 37 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
individual Enrollee and their Cohort (defined below) will be paid in accordance with the 3 milestones for
Enrollee noted below. For the purposes of this Statement of Work, "Cohort" means all Enrollees who
enroll in Chronic and/or Surgery Program within any given month. On a monthly basis, EDH will bill Client
the Hinge Health Fees. Such invoices will provide details regarding such Hinge Health Fees and any
reimbursable taxes. Client shall pay EDH all Hinge Health Fees within thirty (30) days of the date of
EDH's invoice to Client, and EDH shall timely remit payment to Hinge Health. Should any Hinge Health
Fee not be received by EDH within sixty (60) days of EDH's submission of an invoice to a Client, EDH
shall notify Hinge Health and Client, and EDH shall engage in good faith attempts to resolve any payment
issues or disputes between Hinge Health and Client. If, following thirty (30) days of such engagement,
payment still has not been received by EDH, Hinge Health may terminate its provision of the Program,
Products, and Services to Client. Hinge Health shall then be entitled to seek payment directly from Client
as an intended third -party beneficiary of this Statement of Work. Delinquent payments will be subject to
interest at the applicable state default interest rate.
Milestone Payments
Milestone 1: Enrollee enrolls in the Chronic and/or Surgery Program, receives the MSK Kit (as applicable),
and completes at least 1 exercise therapy session or ENSO session.
Milestone 2: Cohort completes at least 4 of a combination of exercise therapy sessions and ENSO
sessions, and is at least 30 days into the Chronic and/or Surgery Program.
Milestone 3: Cohort completes at least 8 of a combination of exercise therapy sessions and ENSO
sessions, and is at least 60 days into the Chronic and/or Surgery Program.
$995 total is due and payable for each Enrollee in 3 increments based on the achievement by such Enrollee,
and, in the case of Milestone 2 and Milestone 3 by such Enrollee's Cohort, of the following milestones. With
respect to each Enrollee, the Milestone 1 payment of $331.00 is due once such Enrollee achieves Milestone 1; the
Milestone 2 payment of $332.00 is due when such Enrollee's Cohort achieves Milestone 2; and the Milestone 3
payment of $332.00 is due when such Cohort achieves Milestone 3. If the applicable Cohort does not achieve
Milestone 2 or Milestone 3 then payment for such Milestone is not payable.
Costs incurred by Client's group health plan(s) under the Acute Program for a specific Enrollee shall be offset
against the $995 fees charged for such Enrollee should such Enrollee initially participate in the Acute Program,
but later transition to the Chronic Program or the Surgery Program. In the case of such transition, should such
Enrollee continue to participate in the Chronic Program beyond the one-year anniversary of such Enrollee's
enrollment in the Acute Program, Client shall be billed the remainder of the Chronic Program or Surgery Program
fees up to an annual maximum of $995 per the program per year (excluding Care Sessions). Should such Enrollee
continue to participate in the Chronic Program or Surgery Program beyond the one-year anniversary of such
individual's enrollment in the Chronic Program or Surgery Program, Client shall be billed an additional $995 for the
new year (subject to the milestone schedule below).
8. ROI Guarantee.
Hinge Health will provide the ROI guarantee below for the Program.
Hinge Health guarantees a 1.5:1 ROI to Client for the Program during each Guarantee Period. Cost savings
are assessed based on the reduction of pain as measured by the visual analog scale (" VAS"), before and after
participating in the Hinge Health Program. The foregoing ROI guarantee shall commence on the Effective
Date and remain effective until termination or expiration of this Statement of Work. Such ROI guarantee shall
be calculated and, if applicable, paid by Hinge Health each successive twelve (12) month period during the
SOW Term (each, a "Guarantee Period'). The first such Guarantee Period shall be from July 1, 2024 through
June 30, 2025.
b. To achieve a 1.5:1 ROI, the following calculated value needs to equal one and a half times the cost of the
Program:
Addendum Page 38 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
[((Pain at screening) - (Pain at 12 weeks) / (Pain at screening)) x 100] x $71.09* x number of participants =
total cost saved
*Based on Hinge Health's published clinical studies, Hinge Health saves $71.09 in MSK costs per Enrollee
per year for every 1 percent decrease in pain.
c. If Hinge Health does not achieve a 1.5:1 ROI according to the metric above, Client will receive a prorated
refund. Program performance will be assessed, and any required refunds issued at the end of the Guarantee
Period for Enrollees that completed the Program during the Guarantee Period.
At the end of each 12-month period, starting on the Effective Date, for Enrollees that completed the Program
during the preceding 12 months.
d. The ROI guarantee set forth in this section is in lieu of any savings or performance guarantee set forth in the
Agreement, but only with respect to the Hinge Health Program and Services.
9. Performance Guarantees. For Clients with 20,000 or more eligible Enrollees, Hinge Health will offer the
performance guarantees set forth in Attachment A hereto.
10. Medical Services. Client acknowledges and agrees that neither EDH nor Hinge Health directly provide medical
or physical therapy services. Instead, those professional services are provided by licensed health care providers
through a contractual relationship with Hinge Health MSO, Inc. Hinge Health MSO, Inc. is an independent
management entity that contracts with a national network of United States based physicians, physical therapists,
and other health care providers who provide clinical telehealth services. Hinge Health MSO contracts with various
professional organizations to provide the clinical portion of the Services via the Hinge Health platform to Enrollees.
Client further acknowledges and agrees that EDH shall not be responsible for verifying, obtaining assurances of,
or obtaining or providing any notification related to any information, qualifications, credentials, or accreditations of
any health care provider involved in the provision of the Hinge Health Program, Products, or Services.
11. Plan Compliance. Client shall be responsible for updating or amending its plan documents to describe and
incorporate the Hinge Health Program, Products, and Services as available for eligible Enrollees. Except as set
forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or
administration of the Plan. Client or its Plan Administrator shall have all responsibility for and shall maintain
compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice,
disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA.
Client acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the
performance of any of its duties under this Statement of Work, including but not limited to Claims processing,
COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a
government authority. Except as otherwise provided herein, EDH makes no representation concerning federal,
state, or local laws, rules or regulations applicable to Client or the Plan. Client must seek its own counsel for legal
advice and guidance.
12. Use of Marks. EDH, Hinge Health, and Client each reserve the right to the control and use of their respective
names, copyrights, symbols, trademarks, and service marks (the "Marks"). No party shall use the other parties'
Marks in advertising, promotional materials, or otherwise without the prior written consent of the party owning such
Marks, provided, however that Client agrees that Hinge Health may use its Marks in communications to Client's
Enrollees. Notwithstanding the foregoing, within a reasonable amount of time after the Effective Date, the Parties
will cooperate in the mutual approval and distribution of a public announcement announcing the relationship of the
parties and certain terms of this Statement of Work.
13. Arisinci Data. As used in this Statement of Work, Arising Data is, and shall remain, the sole and exclusive property
of Hinge Health to the extent that the Enrollee to whom such Arising Data relates grants Hinge Health such rights.
"Arising Data" means data that Hinge Health receives directly from Enrollees utilizing the Program, which Hinge
Health may later aggregate and anonymize, including arising from the provision of the Program provided pursuant
to this Statement of Work including data points such as Enrollee program usage, program data, program feedback,
algorithms, and Enrollee reported outcome measures. Hinge Health may use Arising Data for any lawful purpose.
Hinge Health shall have the right to publish Arising Data for scientific whitepapers or similar publication, provided
such data is anonymized prior to publication. Client hereby assigns to Hinge Health its right, title and interest in
Addendum Page 39 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
and to all Arising Data in or arising out of or in connection with the Services and shall execute all instruments as
may be reasonably necessary for such assignment of Arising Data consistent with this clause. Hinge Health grants
to EDH and Client a royalty -free, nontransferable, non-exclusive, worldwide, right and license to use, for the
duration of this Statement of Work for EDH's internal business purposes, any Arising Data shared with EDH as
part of the Program.
14. Miscellaneous.
a. EDH does not insure, guarantee or underwrite the liability of Client, the Plan, or any other third party.
Client has total responsibility for payment of all amounts payable under this Statement of Work and all
other charges or expenses incidental to the Plan. EDH shall have no responsibility for collecting
premiums or contributions for insurance coverage or for establishing a premium fiduciary account.
b. Client represents and warrants that Client has obtained the requisite consent or authorization from
Enrollees necessary for EDH, Hinge Health, and their respective Representatives to perform the
services hereunder.
c. Notwithstanding anything to the contrary in the Agreement or the business associate agreement
between Client and EDH, Client agrees that Hinge Health may use PHI and non -PHI data, including
electronic medical records, medical claims or claims -based data, eligibility file information, prior
authorization data, and other relevant care -related member data in order to perform data analytics, to
enable the Hinge Health care team to improve provision of care to Enrollees and to enroll and
appropriately intervene with eligible potential Enrollees, including via focused communications.
Addendum Page 40 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
IN WITNESS WHEREOF, the Parties have caused this Statement of Work to be executed by the duly
authorized representatives.
EMPLOYER DIRECT HEALTHCARE, LLC
By: �Signetl by:
iG(eln IU�(d
`DOfiE0D6fi]D36090..
Name: oickon waterfield
Title: President
CITY OF FORT WORTH
By:
Name:
Title:
Addendum Page 41 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
Attachment A
Performance Guarantees (For 20,000+ Total Eliqible Lives Clients]
Participant Participant satisfaction report Equals or exceeds an 5%
Satisfaction average of 8 out of 10
Engagement: Number of treatment sessions on average across 15 treatment sessions
Treatment Sessions the cohort sessions 5/o
Surgery Reduction Average reduction in one-year surgery likelihood 30% reduction from 5%
from baseline across the cohort baseline
Pain MCID Percent that achieve MCID for pain (>34% relative 50% achieve MCID
pain reduction or at least 23 point absolute decrease for pain 5%
from baseline pain)
Additional details:
• Performance Guarantees apply to engaged Enrollees in the Chronic Program only.
• All Performance Guarantees are reported, calculated and paid (if applicable) on an annual basis and within
30 days of the evaluation period. Based on contract effective date.
• All engaged Enrollees in the Chronic Program are included in the Performance Guarantee.
• Clinical outcomes for Chronic Program are measured on a per Client basis.
• All refunds will be prorated based on percentage achieved relative to target outcome.
• For Performance Guarantees to apply (including ROI guarantee), Client must have at least 2.5% of eligible
lives enrolled in the Chronic Program in a twelve (12) month period.
Addendum Page 42 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
REGULATORY ADDENDUM
This Reaulatory Addendum shall apply only if, to the extent, and for so long as, EDH or its successor is subject
to state insurance laws applicable to third party administrators and to the extent that any of the administrative services
provided by EDH to Client are subject to such laws. The provisions of this Regulatory Addendum are only applicable
if, and to the extent that, EDH is performing services under the Agreement that apply to that particular provision. If
EDH shall not perform services that apply to a given provision, then such provision shall have no force or effect. (For
example, if EDH does not collect premiums or contributions, then any provisions specifying requirements related to
premium collection would not be applicable, and EDH would not be obligated to establish a fiduciary account to hold
premiums collected.) Additionally, if EDH is not licensed as a producer, then EDH shall not perform services as a
producer, and no provision referring to such services, to insurance commissions, or referring to payment of insurance
commissions herein shall apply to EDH.
1. Georgia. If Client authorizes EDH to receive premiums or contributions, Client shall follow all the
Georgia applicable third party administrator laws regarding receipts and disbursements of premiums and contributions.
2. Florida. Client's payments to health care providers must include an explanation of services being
reimbursed, which includes, at a minimum: (1) for payments to non-capitated providers, the patient's name, the date of
service, the procedure code, the amount of reimbursement, and the identification of the plan on whose behalf the
payment is being made; and (2) for capitated providers, the number of patients covered by the contract, the rate per
patient, the total amount of the payment, and the identification of the plan on whose behalf the payment is being made.
3. Kansas. To the extent applicable if the services specified in the Agreement provide for payment of
claims, all claims paid by EDH from funds collected on behalf of or for Client shall by paid only as authorized by the
Client. Payments from a claims paying account maintained or controlled by EDH may be made for the following
purposes including the payment of claims: (1) Payment of valid claims; (2) payment of expenses associated with the
handling of claims to EDH or to other service providers approved by the Client; (3) remittance to the Client, or transfer
to a successor administrator as directed by the Client, for the purpose of paying claims and associated expenses; and
(4) return of funds held as collateral or prepayment, to the person entitled to those funds, upon a determination by the
Client that those funds are no longer necessary to secure or facilitate the payment of claims and associated expenses.
4. Michigan. The Parties desire to supplement the Agreement to specifically reference certain
provisions of Michigan law applicable to third party administrators and to comply with those laws to the extent applicable
and not preempted by federal law, as follows: In Michigan, Client shall provide written notice to each individual covered
by the Plan of the following information with respect to services provided by EDH in relation to the Plan: (a) what
benefits are being provided; (b) of changes in benefits; (c) the fact that individuals covered by the Plan are not insured
or are only partially insured, as the case may be; (d) if the Plan is not insured, the fact that in the event the Plan or
Client does not ultimately pay medical expenses that are eligible for payment under the Plan for any reason, the
individuals covered by the plan may be liable for those expenses; (e) the fact that the EDH or any third party
administrator merely processes claims and does not insure that any medical expenses of individuals covered by the
Plan will be paid; (f) the fact that complete and proper claims for benefits made by individuals covered by the Plan will
be promptly processed but that in the event there are delays in processing claims, the individuals covered by the Plan
shall have no greater rights to interest or other remedies against the EDH or any third party administrator than as
otherwise afforded them by law. Client's required written notice shall be promptly displayed in the summary plan
description or elsewhere in the Plan Documents, and shall be communicated to individuals covered by the benefit plan
within sixty (60) days from the date their coverage becomes effective, upon each republication of the summary plan
description, and in any case not less than every five (5) years in a manner calculated to be received and understood
by the average individual covered by the benefit plan.
5. Nevada. The Parties desire to supplement the Agreement to specifically reference certain provisions
of Nevada law applicable to third party administrators and to comply with those laws to the extent applicable and not
preempted by federal law, as follows:
683A.0868 If EDH establishes a panel of providers of health care or contracts with an organization that
establishes a panel of providers of health care, EDH shall not charge a provider of health care or
such an organization: (a) any fee to include the name of the provider of health care on the panel; or
(b) any other fee related to establishing the provider of health care as a provider on the panel. If
EDH violates this provision, EDH shall pay to the provider of health care or organization, as
appropriate, an amount that is equal to twice the fee charged to the provider of health care or the
Addendum Page 43 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
organization. A court shall award costs and reasonable attorney's fees to the prevailing party in any
action brought to enforce this provision. In addition to any such relief, if EDH violates this provision,
the Nevada Division of Insurance shall require EDH to suspend the prohibited activities until EDH,
as determined by the Nevada Division of Insurance: (a) complies with the provisions of this section;
and (b) refunds to all providers of health care or organizations, as appropriate, all fees obtained by
EDH in violation of this provision.
683A.405 EDH shall, upon a contracted provider's request, submit to the provider at the time the contract is
made a copy of the schedule of payments applicable to that provider, or at any other time within
seven (7) days of a provider's request.
683A.087 EDH may advertise the insurance which it administers, if any, only after it receives the approval of
Client.
683A.0873(1) EDH shall maintain at its principal office adequate books and records of all transactions between
itself, Client and the individuals covered by the plan. The books and records must be maintained in
accordance with prudent standards of recordkeeping for insurance and with regulations of the
Commissioner of the Nevada Division of Insurance ("Commissioner") for a period of five (5) years
after the transaction to which they respectively relate. After the five (5) year period, EDH may remove
the books and records from Nevada, store their contents on microfilm or return them to Client.
683A.0873(2) The Commissioner may examine, audit and inspect books and records maintained by EDH under
the provisions of this section to carry out the provisions of NRS 679B.230 to 679B.300, inclusive.
683A.0873(3) The names and addresses of persons covered by the plan or any other material which is in the books
and records of EDH are confidential except when used in proceedings against EDH.
683A.0873(4) Client may inspect and examine all books and records to the extent necessary to fulfill all contractual
obligations to insured persons, subject to restrictions in the written agreement between Client and
EDH.
683A.0877(1-7) The following pertains to fiduciary accounts, to the extent applicable:
1. All insurance charges and premiums collected by EDH on behalf of Client and return
premiums received from Client are held by EDH in a fiduciary capacity.
2. Money must be remitted within fifteen (15) days to the person or persons entitled to it
or be deposited within fifteen (15) days in one or more fiduciary accounts established
and maintained by EDH in a bank, credit union or other financial institution in this state.
The fiduciary accounts must be separate from the personal or business accounts of
EDH.
3. If charges or premiums deposited in an account have been collected for or on behalf of
more than one plan sponsor, EDH shall cause the bank, credit union or other financial
institution where the fiduciary account is maintained to record clearly the deposits and
withdrawals from the account on behalf of each sponsor.
4. EDH shall promptly obtain and keep copies of the records of each fiduciary account
and shall furnish any sponsor with copies of the records which pertain to him upon
demand of the Client.
5. EDH shall not pay any claim by withdrawing money from the fiduciary account in which
premiums or charges are deposited.
6. Withdrawals must be made as provided in the agreement between Client and EDH for:
a. Remittance to the Client
b. Deposit in an account maintained in the name of the Client
c. Transfer to and deposit in an account for the payment of claims
Addendum Page 44 of 47
Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
d. Payment to a group policyholder for remittance to the insurer entitled to
the money
e. Payment to EDH for commission, fees or charges
f. Remittance of return premiums to persons entitled to them
7. EDH shall maintain copies of all records relating to deposits or withdrawals and, upon
the request of Client, provide Client with copies of those records.
683A.0879(1-8) EDH shall approve or deny health claims within thirty (30) days of receipt and shall pay claims within
thirty (30) days of approval. If EDH requires additional information to approve or deny a claim, EDH
shall notify the claimant of the request for additional information within twenty (20) days after receipt
of the claim. EDH shall notify the provider of all the specific reasons for the delay. EDH shall
approve or deny the claim within thirty (30) days of receiving additional information, and, if the claim
is approved, pay the claim within thirty (30) days of receiving additional information. Interest on
claims that are not paid shall equal prime rate at the largest bank in Nevada as determined by the
Commissioner of Financial Institutions on January 1 or July 1, plus six percent (6%), calculated from
thirty (30) days after the date on which the claim is approved until the claim is paid. Claimants shall
not be requested to resubmit information already provided, unless a legitimate reason is provided
and the purpose is not to delay payment, harass the claimant, or discourage filing of claims. EDH
shall not pay only a part of a claim that has been approved and is fully payable. A court shall award
costs and reasonable attorney's fees to the prevailing party in an action brough pursuant to this
section. Payment of interest for the late payment of an approved claim may be waived only if the
payment was delayed because of an act of God or other cause beyond the control of EDH. The
Nevada Commission of Insurance may require EDH to provide evidence which demonstrates that
EDH has substantially complied with the requirements set forth in this section, including payment
within thirty (30) days or at least ninety-five percent (95%) of approved claims or at least ninety
percent (90%) of the total dollar amount for approved claims. If the Nevada Commission of Insurance
determines that EDH is not in substantial compliance with the requirements set forth in this section,
EDH may be required to pay an administrative fine in an amount to be determine by the Nevada
Commission of Insurance.
683A.088 Each claim paid by EDH from money collected for or on behalf of Client must be paid by a check or
draft upon and as authorized by Client.
683A.0883(1-2) (1) The compensation paid to EDH for its services may be based upon premiums or charges
collected, on number of claims paid or processed or on another basis agreed upon by EDH and
Client, except as provided in subsection (2) below.
(2) Compensation paid to EDH may not be based upon or contingent upon: (a) The claim experience
of the policies which it handled; (b) The savings realized by EDH by adjusting, settling or paying the
losses covered by Client
6. New Jersev. The Parties desire to supplement the Agreement to specifically reference
certain provisions of New Jersey law applicable to third party administrators and to comply with those
laws to the extent applicable and not preempted by federal law, as follows:
NJRS 1713:2713-6
The Agreement shall be retained as part of the official records of EDH for the
NJAC 11:23-3.1(b)
duration of the Agreement and for five years thereafter.
NJRS 17B:27B-6(a)
EDH will provide Client the services described in the Agreement and will be
NJAC 11:23-3.1(c)(1)
compensated as stated in the Agreement.
NJRS 17B:27B-6(b)
Client will be responsible for the provision of enrollment and eligibility information
NJAC 11:23-3.1(c)(2)(i)
to EDH.
NJRS 17B:27B-6(b)
Client will be responsible to EDH to arrange for a preliminary or escrowed deposit
NJAC 11:23-3.1(c)(2)(ii)
of funds by Client as described in the Agreement, if any.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
NJRS 17B:27B-6(b)
Client will be responsible for the transmittal of funds from Client to EDH for the
NJAC 11-.23-3.1(c)(2)(iii)
purpose of paying claims as described in the Agreement.
NJRS 17B:27B-6(b)
Client will be responsible for notifying EDH of modifications in the Client's benefit
NJAC 11:23-3.1(c)(2)(iv)
plans.
NJRS 17B:27B-6(b)
Client will be solely responsible for the cost of any ineligible claims paid by EDH.
NJAC 11:23-3.1(c)(2)(v)
NJRS 17B:27B-6(b)
Client will be solely responsible for any liability incurred on account of any overdue
NJAC 11:23-3.1(c)(2)(vi)
payments by EDH.
NJRS 17B:27B-6(b)
Client will be solely responsible for procuring any reinsurance or stop -loss
NJAC 11:23-3.1(c)(2)(vii)
insurance relative to the benefit plans under the Agreement.
NJRS 17B:27B-6(c)
EDH will maintain appropriate back-up systems against the loss of the records.
NJAC 11:23-3.1(c)(3)(i)
NJRS 17B:27B-6(c)
NJAC 11:23-3.1(c)(3)(ii)
EDH will establish and maintain appropriate financial controls.
NJRS 17B:27B-6(c)
Client may at its sole expense employ an outside auditor to conduct any claims
NJAC 11:23-3.1(c)(3)(iii)
audit under the Agreement.
NJRS 17B:27B-6(c)
EDH hereby represents and warrants to Client that EDH has, and during the term
NJAC 11:23-3.1(c)(3)(iv)
of the Agreement will maintain, general liability insurance, valuable papers
insurance, errors and omissions coverage, and such other coverage as required
under NJAC 11:23-3.1(c)(3)(iv) in connection with EDH's performance of its
obligations under the Agreement.
NJRS 17B:27B-6(c)
EDH will make all records referred to the Agreement, including, without limitation,
NJAC 11:23-3.1(c)(3)(v)&(vi)
claims disbursements and experience records, available for the Client's inspection
from time to time during normal business hours. In addition, the claims
disbursements and experience records will be available at Client's request,
including monthly reports if requested.
NJAC 11:23-3.1(c)(3)(vii)
To the extent applicable, EDH will prepare and provide to Client all the data for any
prompt -pay reports as may be required for Client to comply with New Jersey law.
No prompt -pay penalties are provided for under the Agreement.
NJRS 1713:2713-7(b)
Client shall own the records generated by EDH pertaining to Client, except that
NJAC 11:23-3.2(b)
EDH shall retain the right to continuing access to books and records to permit EDH
to fulfill all of its contractual obligations to Client.
NJRS 1713:2713-7(c)
If the Agreement is canceled, EDH may, with the written agreement of Client,
NJAC 11:23-3.2(c)
transfer all records to a new administrator instead of retaining them for five years.
NJRS 1713:2713-10
All funds remitted to EDH by Client shall be held by EDH in a separate account
NJAC 11:23-3.5
maintained in the name of Client or in a separate account maintained jointly in the
names of Client and EDH. If funds have been collected by EDH from a provider or
enrollee on behalf of Client, they shall be maintained in a separate account
maintained in the name of Client, maintained jointly in the names of Client or EDH
or remitted to the Client, as provided in the Agreement. Funds shall not be
commingled with any other funds of EDH or other clients of EDH. If an account is
jointly held by EDH and Client, it shall be maintained in a State or Federally
chartered insured depository institution, and EDH shall provide Client with a
monthly accounting of all transactions in that account. Client shall have the
responsibility to make available to EDH funds necessary to enable EDH to pay
claims in a timely manner, as provided in the Agreement. EDH shall not be liable
to any party for the failure of Client to make funds available to pay claims. Copies
of all records pertaining to the collection of funds shall be made available to Client
as provided in the Agreement.
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Docusign Envelope ID: FF71 ED83-701 F-4A8E-A021-0783A2FF6E20
NJRS 1713:2713-11 Any policies, certificates, booklets, termination notices or other written
NJAC 11:23-3.6 communications delivered by Client to EDH for delivery to enrollees shall be
delivered by EDH promptly, in accordance with the instructions of Client and the
terms of the Agreement.
7. Wisconsin. EDH shall prepare sufficient copies of a written notice approved in advance by Client
for distribution to all Enrollees of Client and either shall distribute the copies to the Enrollees or shall provide the copies
to Client for distribution to the Enrollees. The written notice shall contain all of the following: (a) the names and
addresses of EDH and Client; (b) an explanation of the respective rights and responsibilities of EDH, Client, and the
Enrollees; (c) a statement of the extent to which the plan is insured or self -insured, and an explanation of the terms
"insured" and "self -insured."
8. Wvominq. Receipt by EDH of Claims shall be deemed receipt by Client.
Notwithstanding any of the foregoing, in the event any of the provisions of any of the foregoing states' laws
that are determined or cited as not being applicable to the Agreement are or become applicable to the Agreement, such
provisions shall apply and shall supersede any provisions in the Agreement to the contrary.
Addendum Page 47 of 47