HomeMy WebLinkAboutContract 62298-A1-1-
FIRST AMENDMENT
TO
STATEMENT OF WORK NO. 3
This FIRST AMENDMENT (this First Amendment to that certain Statement of Work No. 3 dated
effective as of July 1, 2024 (Statement of Work by and between Employer Direct Healthcare, LLC
d/b/a Lantern Specialty Care, a Delaware limited liability company EDH and City of Forth Worth (Client ).
RECITALS
I. EDH and Client entered into the Statement of Work so that Program, Products, and
Services could be incorporated into Client
Enrollees enrolled in such plan.
II. EDH and Client now desire to amend the Statement of Work based upon the terms and conditions
contained in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants, agreements,
representations, and warranties set forth herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, EDH and Client agree as follows:
1.Amendment of Section 5. Section 5 of the Statement of Work is deleted in its entirety and
replaced with the following language:
5. Hinge Health Fee (Utilization Billing Model)
a. The Prevention Program and Expert Medical Opinion Program are offered at no charge.
b. Each subscription to the Program begins upon completion of one Treatment Session by an
Enrollee. $250 per Enrollee will be billed upon completion of the first Treatment Session, and
$50 will be billed per subsequent Treatment Session for the same Enrollee, up to a cumulative
Sessions Cap per Enrollee per 365-day
period. With respect to all Clients billing via invoices, $50 will be billed each time an Enrolled
Member schedules a physical therapy session or live care team communication session and
does not attend, without providing appropriate prior notice of cancellation. Enrollees who have
reached this cumulative maximum retain access to the Program for the remainder of the
subscription duration, and any Treatment Sessions beyond the Sessions Cap within the same
365-day period will not be billed.
c. Each subscription is 365 days in duration. A new subscription is initiated when an Enrollee
completes a Treatment Session more than 365 days after the start of their prior subscription.
Each new subscription is billed for as described above.
d. At the end of each calendar year during the term of this Statement of Work, or another 365-
Client with a reconciliation credit of the amount by which the total member cost exceeded the
Program Cap Total (as defined below) during that Cap Year. The reconciliation credit, if
applicable, will be calculated in the following manner, for each Client individually:
i. The total member cost is equal to: the amount billed by or on behalf of Hinge Health
for the Chronic, Acute and Surgery Programs during that Cap Year, less any
contractual refunds, credits or offsets (e.g., performance guarantees, ROI
guarantee).
ii. The reconciliation credit amount (if any) is equal to the amount by which the total
member cost exceeded the Program Cap Total.
iii. The reconciliation credit will be allocated and provided by EDH or Hinge Health to
individual Clients based on the above calculation.
iv. In the event Client fails to timely pay Hinge Health fees, the reconciliation credit may
be withheld by Hinge Health until payment obligations are satisfied. The
reconciliation credit is only available to Clients receiving Hinge Health Services as of
the end of the applicable Cap Year.
e. On each anniversary of January 1, 2025, Hinge Health may elect to increase the Program Cap
by an amount equal to or less than the year-over-year change in healthcare inflation (as
measured by US Consumer Price Index: Medical Care). Hinge Health may elect to defer part
or all of the increase to be applied in future years. For each Client with a Cap Year starting on
January 1, any increase takes effect immediately for such Client. For each Client with a Cap
-2-
Year starting on any other date, any increase will take effect at the start of the following Cap
Year.
f.Program Cap ected in the table below, depending on the
number of eligible members the applicable Client has, initially measured at the time such Client
launches the Hinge Health Program, and revised every January 1st to reflect the number of
eligible members on the eligibility file at that time. For the avoidance of doubt, different Clients
Program Cap Total
multiplied by the number of discrete Enrollees who were billed for in the Chronic, Acute or
Surgery Program during the applicable Cap Year.
Client Program Cap for that Client
<25,000 $995
25,000-49,999 $970
50,000-99,999 $945
>99,999 $895
g.Treatment Session physical
therapy session, ENSO session, live communication session with care team, or other
session of engagement with the Program.
h. 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
Client, and EDH
shall timely remit payment to Hinge Health. Should any Hinge Health Fee not be received
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.
2.Effective Date. This First Amendment is effective as of January 1, 2025.
3.Definitions. Capitalized terms used in this First Amendment but not otherwise defined shall
have the meaning ascribed to such terms in the Statement of Work.
4.Remaining Provisions. Except as specifically provided herein, all terms and conditions of the
Statement of Work shall remain in full force and effect. In the event of any conflict between the terms of the
Statement of Work and this First Amendment, the terms of this First Amendment shall control.
[Signature page(s) follow]
City Secretary Contract No. CSC#62298
ACCEPTEDANDAGREED:
CITY OF FORT WORTH:
By:
Name:
Title: Assistant City Manager
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.
Date:
APPROVAL RECOMMENDED:
By:
Name:
Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
ATTEST:
By:
Name:
Title: Assistant City Attorney
By:
Name:
Title: City Secretary
CONTRACTAUTHORIZATION:
M&C:
Form 1295:
VENDOR:
Employer Direct Healthcare, LLC d/b/a Lantern
Specialty Care
By:
Name:
Title:
FIRST AMENDMENT
TO
STATEMENT OF WORK NO. 2
This FIRST AMENDMENT First Amendment Statement of Work No. 2 dated effective
as of July 1, 2024 Statement of Work Employer Direct Healthcare, LLC d/b/a
Lantern Specialty Care EDH Lantern ) and City of Fort Worth Client ).
RECITALS
I. Lantern and Client entered into the Statement of Work so that Lantern service offering Lantern Cancer
Care
enrolled in such plan.
II. Lantern and Client now desire to amend the Statement of Work based upon the terms and conditions
contained in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants, agreements,
representations, and warranties set forth herein, and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Lantern and Client agree as follows:
1.Amendment of Section 5(a). Section 5(a) of the Statement of Work shall be deleted in its entirety
and replaced with the following language:
(a) Enrollees will have access to a secure digital application, which follows and assists Enrollees through their
Cancer Care Direct Application
available to Enrollees via mobile application (iOS and Android). Lantern will provide its standard features
and services to Enrollees as a part of the Cancer Care Direct Application, including the following features:
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; and
iii. Chat capabilities, whereby Enrollees may communicate with the Support Team.
2.Effective Date. This First Amendment is effective as of the date on which the last of the
undersigned Parties executes this First Amendment.
3.Definitions. Capitalized terms used in this First Amendment but not otherwise defined shall have
the meaning ascribed to such terms in the Statement of Work.
4.Remaining Provisions . Except as specifically provided herein, all terms and conditions of the
Statement of Work shall remain in full force and effect. In the event of any conflict between the terms of the
Statement of Work and this First Amendment, the terms of this First Amendment shall control.
ACCEPTEDANDAGREED:City Secretary Contract No. CSC#62298
CITY OF FORT WORTH:
By:
Name:
Title: Assistant City Manager
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.
Date:
APPROVAL RECOMMENDED:
By:
Name:
Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
ATTEST:
By:
Name:
Title: Assistant City Attorney
By:
Name:
Title: City Secretary
CONTRACTAUTHORIZATION:
M&C:
Form 1295:
VENDOR:
Employer Direct Healthcare, LLC d/b/a Lantern
Specialty Care
By:
Name:
Title: