HomeMy WebLinkAbout064498 - General - Contract - Keystone Peer Review Organization, LLC dba Acentra HealthDocusign Envelope ID: 082E9D68-11F1-4FCA-8586-9F589F118EAD
City Secretary Contract No. 64498
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WO TH ("City"), a Texas home rule municipal corporation, and
KEYSTONE PEER REVIEW ORGANIZATION, LLC DBA ACENTRA HEALTH ("Vendor"), each
individually referred to as a"party" and collectively referred to as the "parties."
1. Scone of Services. Vendor shall provide Employee Assistance Program (`BAP")
("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all
purposes.
2. Term. This Agreement begins on January 1, 2026 (`Bffective Date") and expires on
December 31, 2028 ("Expiration Date"), unless terminated earlier in accordance with this 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) one-year renewal option(s) (each a"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Seven Hundred and Fifty Thousand Dollars
($750,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
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CITY SECRETARY
FT. WORTH, TX
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Vendor will destroy or return all City provided data to City in a machine-readable format or other
format deemed acceptable to City. Vendor may retain copies of City Information to comply with
applicable law, regulation, or bona fide internal document retention policies, including electronic
copies of any City Information that have been electronically archived through data backup and/or
archiving systems. Any such City Information that, by its nature, cannot be returned or destroyed,
including, without limitation, any such oral City Information, shall remain subject to the
confidentiality obligations set forth in this Agreement in accordance with the provisions of this
Agreement.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons obj ecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. 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
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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.
8. Liabilitv and Indemnification.
8.1 LIABILITY - 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.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of aII papers City may receive relating thereto.
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Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assi�nment and Subcontractin�.
91 Assienment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City, such consent not to be
unreasonably withheld, conditioned, or delayed. Notwithstanding the forgoing, with prior notice to
the City, Vendor may freely assign this Agreement: (i) to any of its affiliates, (ii) in connection
with a corporate reorganization, merger or consolidation of its business, or (iii) the sale of all or
substantially all of its stock or assets. If City grants consent to an assignment, the assignee will
execute a written agreement with City and Vendor under which the assignee agrees to be bound by
the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations
of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. 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 Seroices pursuant to this Agreement:
10.1 Covera�e 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
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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
10.2
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.
General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. 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.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(� 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.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, seroants or representatives, (2) delivered by facsimile with electronic confrmation of the
transmission, (3) received by the other party by United States Mail, registered, return receipt requested, or
(4) overnight express courier requiring signature of the addressee to complete delivery, addressed as
follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Keystone Peer Review Organization, LLC
Attn: Contracts Department
1600 Tysons Blvd, Suite 1000
McLean, VA 22102
With copy to: Contracts@acentra.com
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governin� Law / 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.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; quarantine; epidemics or pandemics;
government action or inaction; orders of government; material or labor restrictions by any governmental
authority; transportation problems; restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any States; civil disturbances; other national or regional emergencies;
or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party
whose performance is affected (collectively, "Force Majeure Event"). The performance of any such
obligation is suspended during the period of, and only to the extent of, such prevention or hindrance,
provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it
prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the
Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole
discretion. The notice required by this section must be addressed and delivered in accordance with Section
13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to defne or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modifcation, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counternarts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
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24. Warrantv of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re-perfortn the services in a manner
that conforms with the warranty, or (b) refund the fees paid by Ciry to Vendor for the nonconforming
services.
25. Immi�ration Nationalitv Act. Vendor must verify the identiry and employment eligibility
of its employees who perform wark under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Vendor will, upon the City's written request, provide an attestation
confirming that all employees performing work under this Agreement have been verified in accordance
with the Immigration and Nationaliry Act. Vendor must 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 WILL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will
have the right to immediately terminate this Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the seroices provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
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less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Ener�v Comnanies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or seroices 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.
31. Prohibition on Discrimination A�ainst 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 ar 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
veri�cation to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or �rearm trade association; and (2) wiIl not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entiretv of A�reement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By: Dianna Giordano (Dec 23, 2025 09:37:38 CST)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 12/23/2025
APPROVAL RECOMMENDED:
k�� S�
By:
Name: Kristen Smith
Title: Human Resources Director
ATTEST: oanIl
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR: KEYSTONE PEER REVIEW
ORGANIZATION, LLC DBA ACENTRA
HEALTH
Date: December 22, 2025 I 9:33 AM EST
Signed by:
By: 11 Y '� \�—
Name: e�t�4�`�f��ris�
Title: President and Chief Operations Officer
City Secretary Contract No.
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
reparting requirements.
K� ��
By:
Name: Kelly Lane
Title: Human Resources Benefits Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name
Title:
a������1
Keanan M. Hall
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0846
Form 1295: 2025-1353079
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1. Vendor shall provide EAP services for the City of Fort Worth as described in Vendor's Response
to Request for Proposals No. 25-0144 (Employee Assistance Program), including all items Vendor
proposed in Bid Table BT-14IX and the associated Catalog of Services. The RFP and Vendor's Response
are incorporated herein only to describe the services offered. If a conflict arises between those materials
and this Agreement, this Agreement shall govern.
2. Confidentialitv and HIPAA Compliance
Vendor acknowledges that performance of the EAP services may involve access to Protected Health
Information ("PHP') as defined by the Health Insurance Portability and Accountability Act of 1996
("HIPAA") and its implementing regulations.
To the extent Vendor functions as a Business Associate of the City under HIPAA, the parties shall comply
with all applicable privacy and security requirements.
The Business Associate Agreement (`BAA") is hereby incorporated into the Agreement by reference and
attached hereto as Exhibit C. The parties shall execute the BAA concurrently with this Agreement and shall
comply with all obligations set forth therein.
In the event of a conflict between the BAA and this Agreement, the terms of the BAA shall control with
respect to the use, disclosure, and safeguarding of PHI.
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
1. Compensation
All compensation for the seroices described in Exhibit A shall be paid on a fixed Per Employee Per Month
(PEPM) basis. Payment shall be calculated on a Per Employee Per Month (PEPM) basis using the unit
pricing in Bid Table BT-14IX, as accepted by the City in the award. The monthly invoice will equal the
number of eligible employees reported by the City multiplied by the agreed PEPM rate.
2. Included Services
The PEPM rate includes all core services identified in BT-14IX— counseling (six sessions per issue), legal
and financial consultation, drug and alcohol support, unlimited critical-incident response (up to 10 hours
per event), and 11 annual training hours.
3. Ontional Services
Optional services authorized in writing by the City will be invoiced at the unit prices shown in the
Additional Services Spreadsheet with Pricing.
4. Pavment Terms
Payment shall be due within thirty (30) days following the City's receipt of an undisputed invoice.
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City Secretary Contract No.
EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement"), effective as of January 1, 2026 (herein
referred to as "Effective Date"), by and between City of Fort Worth ("City") and Keystone Peer Review
Organization, LLC (`Business Associate"). (Individually, a"Party" and collectively, the "Parties").
RECITALS
WHEREAS, City has entered into Business Associate Agreements with various covered entities
subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health
Information Technology for Economic and Clinical Health Act ("HITECH") and their implementing
simplification regulations (45 C.F.R. §§ 160-164) which, among other restrictions and conditions,
establishes permitted uses and disclosures of Protected Health Information ("PHI");
WHEREAS, pursuant to the terms of its Business Associate Agreements with the various covered
entities, City is required to ensure that its agents and consultants agree to the same restrictions and
conditions that apply to City with respect to PHI;
WHEREAS, City and Business Associate entered into a Vendor Services Agreement (the "Services
Agreement") whereby Business Associate will provide certain Employee Assistance Program services to
City;
WHEREAS, in the course of providing the services pursuant to its Services Agreement with City,
Business Associate may receive or transmit PHI from or on behalf of City; and
WHEREAS, City and Business Associate now seek to enter into this Agreement which shall
supersede any and all Business Associate Agreements previously made between the parties with respect to
PHI.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, the Parties, intending to be legally bound, agree as follows:
1. Definitions. The capitalized terms used in this Agreement shall have the same meaning as those
terms in the HIPAA Rules. See attached Appendix A for definitions.
2. Effect of Agreement. This Agreement is incorporated into and made part of the Services
Agreement. To the extent that any provisions of this Agreement conflict with provisions contained in the
Services Agreement, the provisions of this Agreement shall control, but only to the extent such conflict
relates to the processing of PHI and/or to obligations under HIPAA or HITECH, unless the Services
Agreement is more protective of PHI in which case the relevant provisions of the Services Agreement shall
controL The Parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits Business Associate to comply with HIPAA and permits City to comply with the terms of its
Business Associate Agreement.
3. Business Associate's Obligations. The following obligations are binding on Business Associate,
its employees, agents, and/or subcontractors.
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31 Restrictions. Business Associate shall not use or disclose PHI, except as permitted or
required by the Agreement or the underlying Services Agreement or as may be required by
law.
3.2 Business Associate's Workforce. Business Associate shall ensure that its workforce, to
whom it provides PHI agree to the same restrictions and conditions that apply to Business
Associate pursuant to this Agreement with respect to such information and that such
workforce be trained regarding the Business Associate's policies, procedures and duties
regarding compliance with the HIPAA and HITECH regulations.
3.3 Anpropriate Safeguards. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and
164.308(b)(2), if applicable, Business Associate shall establish, implement, and use the
required Administrative, Physical, and Technical Safeguards in accordance with the
Minimum Necessary Standards of the HIPAA Privacy and Security Rules and to prevent
use or disclosure of PHI other than as permitted in this Agreement. Business Associate
further agrees that it will implement Administrative, Physical, and Technical Safeguards
that reasonably and appropriately protect the confidentiality, integrity, and availability of
the electronic PHI that it creates, maintains, or transmits on behalf of City.
3.4 Government Access to Records. Business Associate shall make its internal practices,
books, and records relating to the use and disclosure of PHI received from, or created or
received by Business Associate on behalf of City available to the Secretary of Health and
Human Services for purposes of determining Business Associate's compliance with
HIPAA/HITECH. Business Associate shall provide City with a copy of any PHI that
Business Associate provides to the Secretary concurrently with providing such PHI to the
Secretary, unless legally prohibited.
3.5 Reporting of Improper Use or Disclosure. Business Associate shall report to City in
writing any use or disclosure of PHI not permitted by this Agreement, including breaches
of unsecured protected health information as required at 45 C.F.R. §§164.410 and any
Security Incident in its sphere of responsibility affecting City PHI, of which it becomes
aware in an as expeditious a time frame as possible. With regard to the reporting of a
Security Incident, subsection (3.9) of this Agreement sets forth the applicable reporting
time periods.
3.6 Mitigation. Business Associate shall establish procedures for mitigating any harmful
effect from the use or disclosure of PHI by Business Associate in violation of the
requirements of this Agreement or of the HIPAA Privacy and Security Regulations at 45
C.F.R. §530(fj.
3.7 Accounting Rights. If and to the extent applicable, Business Associate shall document
such disclosures of PHI and information related to such disclosures and, within ten (10)
calendar days after City's written request, shall provide to City, in time and manner
reasonably designated by City, information collected in accordance with this Section (if
any), as would be required for City to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
3.8 Prompt Resnonse to Request for Accountin�. If and to the extent applicable, Business
Associate agrees to provide to City, in the time and manner reasonably designated by City,
information collected in accordance with section 3.7 above, so that City may respond to a
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request by a Covered Entity for an accounting of disclosures of PHI in accordance with 45
C.F.R. § 164.528.
3.9 Renortin� of Securitv Incidents. The Business Associate shall report any Security
Incident in its sphere of responsibility affecting City PHI, of which it becomes aware,
whether or not the Security Incident results or may have resulted in any Breach.
Notwithstanding the foregoing, Business Associate and City acknowledge the ongoing
existence and occurrence of attempted but unsuccessful Security Incidents that are trivial
in nature, such as pings and port scams, and City acknowledges and agrees that no
notification of such unsuccessful Security Incidents is required. The Business Associate
shall reasonably use its own vulnerability assessment of damage potential and monitoring
to define levels of Security Incidents and responses for Business Associate's operations.
The Business Associate shall expediently notify City of any Security Incident which would
constitute a Security Incident as defined by the HIPAA Rules, including but not limited to
any breach of the security of Business Associate's System affecting City PHI, within
FORTY-EIGHT (48) HOURS or no more than TWO (2) BUSINESS DAYS of the time
the Business Associate became aware of such incident. The Business Associate shall
likewise notify City within FORTY-EIGHT (48) HOURS or no more than TWO (2)
BUSINESS DAYS of the time the Business Associate of any unauthorized acquisition
including but not limited to use, disclosure, modification, or destruction of City PHI by an
employee or otherwise authorized user of its System of which it becomes aware.
Notifications to City must be reported to:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Dianna Giordano, Assistant City Manager
Notifications must be reported to both the Acentra Health Security Officer and the
Acentra Health Privacy Officer.
Security Incidents:
Mike Jin, SVP
Chief Information Security Officer
1600 Tysons Blvd, Suite 1000
McLean, VA 22102
Phone: (717) 564-8288
Email: mike.lin(a�acentra.com
Violations in Use & Disclosure of PHL•
Melissa Leigh
EVP, Chief Legal & Compliance Officer
1600 Tysons Blvd, Suite 1000
McLean, VA 22102
Phone: (615) 933-0293
Email: melissa.lei�h(�a,acentra.com
3.10 Securitv Provisions in Business Associate Contracts. Business Associate shall ensure
that any agent, including a subcontractor, to whom it provides electronic PHI received
from, maintained, or created for City or that carries out any duties for the Business
Associate involving the use, custody, disclosure, creation of, or access to PHI supplied by
City, shall execute a bilateral contract (or the appropriate equivalent if the agent is a
government entity) with Business Associate, incorporating substantially the same
restrictions and conditions in this Agreement with Business Associate regarding PHI. For
the avoidance of doubt, third party suppliers outside of Business Associate's direct control,
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such as providers of telecommunications and network services used by Business Associate
in the provision of its Services, are not considered subcontractors.
3.11 Minimum Necessarv. Business Associate agrees it must limit any use, disclosure, or
request for use or disclosure of PHI to the minimum amount necessary to accomplish the
intended purpose of the use, disclosure, or request in accordance with the requirements of
the Privacy Rule.
312 Business Associate represents to City that all its uses and disclosures of, or requests for,
PHI shall be the Minimum Necessary in accordance with the Privacy Rule requirements.
3.13 Privacv and/or Securitv Comnliance Review upon Request. If and to the extent
applicable, Business Associate agrees to make its internal practices, books, and records,
including policies and procedures relating to the security of electronic PHI received from,
created by or received by Business Associate on behalf of City, available to City or to the
Secretary of the United States Department of Health in Human Services or the Secretary's
designee, in a time and manner reasonably designated by the requester, for purposes of
determining City's or Business Associate's compliance with the Security Rule.
3.14 Sanction Procedures. Business Associate agrees that it must develop and implement a
system of sanctions for any employee, subcontractor or agent who violates this Agreement
or the HIPAA Privacy Regulations pursuant to 45 C.F.R. § 164.530(e)(1).
3.15 Corrective Action Plan. Based on any identified deficiency or deficiencies in Business
Associate's performance, of its contractual responsibilities concerning privacy security, or
breach notification, Business Associate agrees to reasonably collaborate with City to
remedy the identified deficiency or deficiencies, and to be subject to periodic audits by
City for compliance with the corrective action plan. Provided that Business Associate's
efforts related to any audits, inspections, questionnaires etc. provided for herein or
elsewhere in the Agreement or in the Services Agreement exceed two (2) man days (8
hours per man day) in every twelve (12) months, Business Associate may claim
compensation for its efforts and costs resulting from such audits, inspections,
questionnaires etc. based on Business Associate's then current hourly rates.
Notwithstanding the foregoing, this shall not apply, if and to the extent the respective
efforts and costs are attributable to a breach of contract by Business Associate.
3.16 Grounds for Breach. Any non-compliance by Business Associate with the HIPAA
Privacy and Security Regulations will automatically be considered grounds for breach, if
Business Associate knew or reasonably should have known of such non-compliance and
failed to promptly take reasonable steps to remedy the non-compliance.
3.17 Notice of Breach. Business Associate agrees to report to City any Breach of unsecured
PHI in its sphere of responsibility affecting City, with the exception of a Security Incident
which reporting and notice is detailed in subparagraph (3.10), above, as quickly as possible
after the discovery of the Breach. In no circumstances shall this report be beyond seven (7)
business days from the discovery of the Breach. If applicable and available, the Notice of
Breach shall include the names of each individual whose PHI has been breached and shall
include all details required to be include in the notification that City must provide to the
Covered Entity and that the Covered Entity must send to the individual under 45 C.F.R. §
164.404(c),
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318 Assistance with Requirements Following Breach. Business Associate agrees to assist
City in its assistance of the Covered Entity in any regulatory requirements concerning
required notifications as well as assistance in litigation or administrative proceedings due
to breaches cause by the Business Associate or its agents.
3.19 Cooperation in Privacv and Securitv Compliance. Business Associate agrees to
cooperate fully in good faith and to assist City in complying with the requirements of the
Privacy and Security Rule.
3.20 Other Uses Strictiv Limited. Nothing in this Agreement shall permit the Business
Associate to share PHI with Business Associate's affiliates or contractors except for the
purposes of the Services Agreement.
3.21 Citv Authorization for Additional Uses. Any use of PHI or other confidential information
by Business Associate or its affiliate or, for other than those purposes of this Agreement,
shall require express written authorization by City, and a Business Associate agreement or
amendment as necessary. Activities which are prohibited include, but not are not limited
to, Marketing, as defined by 45 C.F.R. § 164.503 or the sharing for Commercial Use or
any purpose construed by Covered Entity as Marketing or Commercial use of enrollee
personal or financial information with affiliates, even if such sharing would be permitted
by federal or state laws.
3.22 Prohibition on Offshore Disclosure. Nothing in this Agreement shall permit the Business
Associate to share, use, or disclose PHI in any form via any medium with any third party
beyond the boundaries and jurisdiction of the United States without express written
authorization from City. Notwithstanding the foregoing, Business Associate shall not be
prohibited from performing administrative functions that support the general operation of
its business from beyond the boundaries of the United States.
4. PERMITTED USES AND DISCLOSURES
4.1 Permitted Uses. Except as otherwise limited in this Agreement, Business Associate may
use or disclose PHI (1) to perform functions, activities, or services for, or on behalf of, City
as specified in the Services Agreement or in this Agreement, provided that such use or
disclosure would not violate HIPAA if made by City or (2) as required or permitted by
applicable law, rule, regulation, or regulatory agency or by any accrediting or credentialing
organization to whom City or Business Associate is required to disclose such PHI. In
addition, Business Associate may use PHI, if necessary, for the proper management and
administration of Business Associate or to carry out the legal responsibilities of Business
Associate.
In no case is Business Associate permitted to:
4.1.1 Download or attempt to download PHI to any of its servers, computers, mobile
devices or portable storage media.
4.1.2 Take photographs or screenshots, print, or otherwise reproduce or create an image
of any PHI stored on the City networks.
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4.2 Permitted Disclosures. Business Associate may disclose PHI, if necessary, if the
following requirements are met: (1) the disclosure is Required by Law; or (2) Business
Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will be held confidentially and used or further disclosed only as Required
by Law or for the purpose for which it was disclosed to the person.
4.3 Data A��regation. Business Associate may use PHI to provide Data Aggregation services
to City as permitted by HIPAA.
TERM AND TERMINATION
5.1 Term. The Term of this Agreement shall be effective as of the Effective Date set forth
above and shall terminate when Business Associate ceases to perform the services as set
forth above; provided, however, that certain obligations shall suroive termination of this
Agreement as set forth in this Section 5 below.
5.2 Termination for Cause. This Agreement authorizes and Business Associate
acknowledges and agrees City shall have the right to immediately terminate this Agreement
and Services Agreement in the event Business Associate fails to comply with, or violates
a material provision of this Agreement and any provision of the Privacy and Security Rules.
5.3 Upon Ciry's knowledge of a material breach by Business Associate, City shall either:
5.3.1 Provide notice of breach and an opportunity for Business Associate to reasonably
and promptly cure the breach or end the violation, and terminate this Agreement if
Business Associate does not cure the breach or end the violation within the
reasonable time specified by Ciry; or
5.3.2 Immediately terminate this Agreement if Business Associate has breached a
material term of this BAA and cure is not possible; or
5.3.3 If termination, cure, or end of violation is not feasible, City shall report the
violation to the Secretary.
6. Amendment. This Agreement may be amended or modified only in writing signed by the Parties
which may be necessary to comply with the requirements of the Privacy Rule, Security Rule, or Breach
Notification Rule and the HIPAA and HITECH Acts, and any subsequent requirements imposed by the
Department of Health and Human Services or any other federal agency with regulatory authoriry or
jurisdiction.
7. No Third Partv Beneficiaries. Nothing expressed or implied in this Agreement is intended to
confer, nor shall anything herein confer, upon any person other than City, Business Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
8. Ambiguitv. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits
the Parties to comply with the Privacy Rule, Security Rule, or Breach Notification Rule.
9. Indenendent Contractor. Under this Agreement,_Business Associate is, and at all times will be,
an independent contractor and not an agent of City for any reason.
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10. Insurance. Business Associate shall carry appropriate insurance to cover HIPAA violations and
require any and all of their subcontractors to have the appropriate insurance in place.
11. Renorting. Business Associates, at its sole cost, shall respond to any potential HIPAA violation in
its sphere of responsibility and provide any notice of privacy Breaches or Security Incidents as mandated
by the Privacy, Security, or Breach Notification Rules.
12. Agreement; Venue. This Business Associate Agreement supersedes any and all agreements and
writings between the Parties regarding this subject matter. This Agreement shall be interpreted under the
laws of the State of Texas and any action brought based on this Agreement shall be brought in the Court of
Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date first
written above:
Keystone Peer Review Organization, LLC
�� d by:
By:
Name:
l�egiiari`�arris
Title: President and Chief Operations Officer
Date: December 22, 2025 I 9:33 AM EST
City of Fort Worth
�����
By:
Dianna Giordano (Dec 23, 2025 09:37:38 CST)
Name:
Title:
Date:
Dianna Giordano
12/23/2025
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Breach. Breach means the acquisition,
manner not permitted under 45 C.F.R. §
protected health information. 45 C.F.R. §
Business associate. Business associate:
APPENDIX A
DEFINITIONS
access, use, or disclosure of protected health information in a
164 Subpart E that compromises the security or privacy of the
164.402
(1) Except as provided in paragraph (4) of this definition, business associate means, with respect to
a covered entity, a person who:
(i) On behalf of such covered entity or of an organized health care arrangement (as defined
in this section) in which the covered entity participates, but other than in the capacity of a member of the
workforce of such covered entity or arrangement, creates, receives, maintains, or transmits protected health
information for a function or activity regulated by this subchapter, including claims processing or
administration, data analysis, processing or administration, utilization review, quality assurance, patient
safety activities listed at 42 C.F.R. § 3.20, billing, benefit management, practice management, and repricing;
or
(ii) Provides, other than in the capacity of a member of the workforce of such covered
entity, legal, actuarial, accounting, consulting, data aggregation (as defined in § 164.501 of this subchapter),
management, administrative, accreditation, or financial services to or for such covered entity, or to or for
an organized health care arrangement in which the covered entity participates, where the provision of the
service involves the disclosure of protected health information from such covered entity or arrangement, or
from another business associate of such covered entity or arrangement, to the person.
(2) A covered entity may be a business associate of another covered entity.
(3) Business associate includes:
(i) A Health Information Organization, E-prescribing Gateway, or other person that
provides data transmission services with respect to protected health information to a covered entity and that
requires access on a routine basis to such protected health information.
covered entity.
(ii) A person that offers a personal health record to one or more individuals on behalf of a
(iii) A subcontractor that creates, receives, maintains, or transmits protected health
information on behalf of the business associate.
(4) Business associate does not include:
(i) A health care provider, with respect to disclosures by a covered entity to the health care
provider concerning the treatment of the individual.
(ii) A plan sponsor, with respect to disclosures by a group health plan (or by a health
insurance issuer or HMO with respect to a group health plan) to the plan sponsor, to the extent that the
requirements of § 164.504(� of this subchapter apply and are met.
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(iii) A government agency, with respect to determining eligibility for, or enrollment in, a
government health plan that provides public benefits and is administered by another government agency,
or collecting protected health information for such purposes, to the extent such activities are authorized by
law.
(iv) A covered entity participating in an organized health care arrangement that performs a
function or activity as described by paragraph (1) (i) of this definition for or on behalf of such organized
health care arrangement, or that provides a service as described in paragraph (1) (ii) of this definition to or
for such organized health care arrangement by virtue of such activities or services. 45 C.F.R. § 160.103
Commercial Use. Commercial Use means obtaining protected health information with the intent to sell,
transfer or use it for commercial, or personal gain, or malicious harm; sale to third party for consumption,
resale, or processing or resale; application or conversion of data to make a profit or obtain a benefit contrary
to the spirit of this Agreement, including but not limited to presentation of data or examples of data in a
conference or meeting setting where the ultimate goal is to obtain or gain new business.
Covered entity. Covered entity means:
(1) A health plan.
(2) A health care clearinghouse.
(3) A health care provider who transmits any health information in electronic form in connection
with a transaction covered by 45 C.F.R. § 160. 45 C.F.R. § 160.103
Data aggregation. Data aggregation means, with respect to protected health information created or
received by a business associate in its capacity as the business associate of a covered entity, the combining
of such protected health information by the business associate with the protected health information
received by the business associate in its capacity as a business associate of another covered entity, to permit
data analyses that relate to the health care operations of the respective covered entities. 45 C.F.R. § 164.501
Designated record set. Designated record set means:
(1) A group of records maintained by or for a covered entity that is:
(i) The medical records andbilling records about individuals maintained by or for a covered
health care provider;
(ii) The enrollment, payment, claims adjudication, and case or medical management record
systems maintained by or for a health plan; or
individuals.
(iii) Used, in whole or in part, by or for the covered entity to make decisions about
(2) For purposes of this paragraph, the term record means any item, collection, or grouping of
information that includes protected health information and is maintained, collected, used, or disseminated
by or for a covered entity. 45 C.F.R. § 164.501
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Disclosure. Disclosure means the release, transfer, provision of access to, or divulging in any manner of
information outside the entity holding the information. 45 C.F.R. § 160.103
Health care operations. Health Care Operations means any of the following activities of the covered
entity to the extent that the activities are related to covered functions:
(1) Conducting quality assessment and improvement activities, including outcomes evaluation and
development of clinical guidelines, provided that the obtaining of generalizable knowledge is not the
primary purpose of any studies resulting from such activities; patient safety activities (as defined in 42
C.F.R. § 3.20); population-based activities relating to improving health or reducing health care costs,
protocol development, case management and care coordination, contacting of health care providers and
patients with information about treatment alternatives; and related functions that do not include treatment;
(2) Reviewing the competence or qualifications of health care professionals, evaluating practitioner
and provider performance, health plan performance, conducting training programs in which students,
trainees, or practitioners in areas of health care learn under supervision to practice or improve their skills
as health care providers, training of non-health care professionals, accreditation, certification, licensing, or
credentialing activities;
(3) Except as prohibited under § 164.502(a)(5)(i), underwriting, enrollment, premium rating, and
other activities related to the creation, renewal, or replacement of a contract of health insurance or health
benefits, and ceding, securing, or placing a contract for reinsurance of risk relating to claims for health care
(including stop-loss insurance and excess of loss insurance), provided that the requirements of § 164.514(g)
are met, if applicable;
(4) Conducting or arranging for medical review, legal services, and auditing functions, including
fraud and abuse detection and compliance programs;
(5) Business planning and development, such as conducting cost-management and planning-related
analyses related to managing and operating the entity, including formulary development and administration,
development or improvement of inethods of payment or coverage policies; and
(6) Business management and general administrative activities of the entity, including, but not
limited to:
(i) Management activities relating to implementation of and compliance with the
requirements of this subchapter;
(ii) Customer service, including the provision of data analyses for policyholders, plan
sponsors, or other customers, provided that protected health information is not disclosed to such
policyholder, plan sponsor, or customer.
(iii) Resolution of internal grievances;
(iv) The sale, transfer, merger, or consolidation of all or part of the covered entity with
another covered entity, or an entity that following such activity will become a covered entiry and due
diligence related to such activiry; and
(v) Consistent with the applicable requirements of § 164.514, creating de-identified health
information or a limited data set, and fundraising for the benefit of the covered entity. 45 C.F.R. § 164.501
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HIPAA Rules. HIPAA Rules means the Privacy, Security, Breach Notification, and Enforcement Rules at
45 C.F.R. §§ 160 and 164.
Individual. Individual means the person who is the subject of protected health information. 45 C.F.R. §
160.103
Marketing. Marketing:
(1) Except as provided in paragraph (2) of this definition, marketing means to make a
communication about a product or service that encourages recipients of the communication to purchase or
use the product or seroice.
(2) Marketing does not include a communication made:
(i) To provide refill reminders or otherwise communicate about a drug or biologic that is
currently being prescribed for the individual, only if any financial remuneration received by the covered
entity in exchange for making the communication is reasonably related to the covered entity's cost of
making the communication.
(ii) For the following treatment and health care operations purposes, except where the
covered entity receives financial remuneration in exchange for making the communication:
(A) For treatment of an individual by a health care provider, including case
management or care coordination for the individual, or to direct or recommend alternative treatments,
therapies, health care providers, or settings of care to the individual;
(B) To describe a health-related product or service (or payment for such product
or service) that is provided by, or included in a plan of benefits of, the covered entity making the
communication, including communications about: the entities participating in a health care provider
network or health plan network; replacement of, or enhancements to, a health plan; and health-related
products or services available only to a health plan enrollee that add value to, but are not part of, a plan of
benefits; or
(C) For case management or care coordination, contacting of individuals with
information about treatment alternatives, and related functions to the extent these activities do not fall
within the definition of treatment.
(3) Financial remuneration means direct or indirect payment from or on behalf of a third party
whose product or service is being described. Direct or indirect payment does not include any payment for
treatment of an individual. 45 C.F.R. § 164.501
Minimum Necessary. Minimum necessary means that when using or disclosing protected health
information or when requesting protected health information from another covered entity or business
associate, a covered entity or business associate must make reasonable efforts to limit protected health
information to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request.
45 C.F.R. § 164.502(b)
Notice of Privacy Practices. Notice of Privacy Practices is the notice to an individual that provides
adequate notice of the uses and disclosures of protected health information that may be made by a covered
Vendor Services Agreement
Page 23 of 25
Docusign Envelope ID: 082E9D68-11F1-4FCA-8586-9F589F118EAD
City Secretary Contract No.
entity, notice of the individual's rights, and the covered entity's legal duties with respect to protected health
information. 45 C.F.R. § 164.520(a).
Protected health information. Protected health information means individually identifiable health
information:
(1) Except as provided in paragraph (2) of this definition, that is:
(i) Transmitted by electronic media;
(ii) Maintained in electronic media; or
(iii) Transmitted or maintained in any other form or medium.
(2) Protected health information excludes individually identifiable health information:
(i) In education records covered by the Family Educational Rights and Privacy Act, as
amended, 20 U.S.C. § 1232g;
(ii) In records described at20 U.S.C. § 1232g(a)(4)(B)(iv);
160.103
(iii) In employment records held by a covered entity in its role as employer; and
(iv) Regarding a person who has been deceased for more than 50 years. 45 C.F.R. §
Required By Law. Required by law means a mandate contained in law that compels an entity to make a
use or disclosure of protected health information and that is enforceable in a court of law. Required by
law includes, but is not limited to, court orders and court-ordered warrants; subpoenas or summons issued
by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to
require the production of information; a civil or an authorized investigative demand; Medicare conditions
of participation with respect to health care providers participating in the program; and statutes or regulations
that require the production of information, including statutes or regulations that require such information if
payment is sought under a government program providing public benefits. 45 C.F.R. § 164.103
Secretary. Secretary means the Secretary of the United States Department Health and Human Services.
Security Incident. Security incident means the attempted or successful unauthorized access, use,
disclosure, modification, or destruction of information or interference with system operations in an
information system. 45 C.F.R. § 164.304
Subcontractor. Subcontractor means a person to whom a business associate delegates a function, activity,
or service, other than in the capacity of a member of the workforce of such business associate. 45 C.F.R. §
160.103
Unsecured protected health information. Unsecured protected health information means protected
health information that is not rendered unusable, unreadable, or indecipherable to unauthorized persons
through the use of a technology or methodology specified by the Secretary in the guidance issued under
section 13402(h)(2) of Public Law 111-5. 45 C.F.R. § 164.402
Vendor Services Agreement
Page 24 of 25
Docusign Envelope ID: 082E9D68-11F1-4FCA-8586-9F589F118EAD
City Secretary Contract No.
Use. Use means, with respect to individually identifiable health information, the sharing, employment,
application, utilization, examination, or analysis of such information within an entity that maintains such
information. 45 C.F.R. § 160.103
Vendor Services Agreement
Page 25 of 25
M&C Review
Page 1 of 3
Official site of the City of Fort Worth, Texas
A CITY COUNCIL AGEND FflRT� H
Create New From This M&C
REFERENCE **M&C 25- 13P RFP 25-0144 EMPLOYEE
DATE: 9/16/2025 NO.: 0846 LOG NAME: ASSISTANCE PROGRAM JC
HRD
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with Keystone Peer Review Organization,
LLC, d/b/a Acentra Health for an Employee Assistance Program in an Amount Up to
$250,000.00, for a Three-Year Initial Term and Authorize Two One-Year Renewal Options
in the Same Amount for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with Keystone Peer
Review Organization, LLC, d/b/a Acentra Health for an employee assistance program in an amount up
to $250,000.00, for a three-year initial term and authorize two one-year renewal options in the same
amount for the Human Resources Department.
DISCUSSION:
The purpose of this M&C is to secure an agreement for an employee assistance program for the
Human Resources Department. The employee assistance program delivers confidential counseling
and support services to City of Fort Worth employees and their eligible dependents on an as needed
basis. To procure these services, Purchasing issued Request for Proposal (RFP) 25-0144, which
outlined detailed responsibilities and comprehensive services for the employee assistance program.
The RFP was advertised in the Fort Worth Star-Telegram every Wednesday on May 14, 2025, May
21, 2025, May 28, 2025, June 4, 2025, and June 11, 2025. The City received sixteen (16) responses.
Back to Eden Fellow Program, Journey Meditation, Inc (dba Journey), and MINES and Associates
were deemed non-responsive for failing to submit the required documentation. MCH International LLC
was deemed non-responsive for not meeting the requirements listed in the bid.
An evaluation panel, made up of staff from the Human Resources and Police Department, reviewed
and scored the submittals using Best Value criteria. Scores were averaged for each of the criteria and
the top five Proposers were invited for interviews. Final scores are shown in the table below.
� Proposer ��
Keystone
Peer Review
Organization,
LLC, d.b.a
Acentra
Health
Spring Care
Inc. DBA
Spring
Health
Evaluation Factors
a II b II c
13.09
7.997
17.50 31.50
18.00 33.25
�� Total
d
25.50 87.59
26.25 85.497
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33706&councildate=9/16/2025 12/17/2025
M&C Review
Alliance
Work 13.33 16.00 28.00
Partners
I Magellan II 15.00 14.00 II
Health, Inc.
� Lyra Health �� 3.821 �� 14.00 ��
The RFP outlined the following evaluation factors:
a. Cost
b. Qualifications and Experience
c. Value Added and Innovative Services
d. Drug and Alcohol Support Program
24.50
25.38
Page 2 of 3
24.75 82.08
21.00 II 74.50
19.50 �� 62.701
After completing the evaluation, the panel concluded that Keystone Peer Review Organization, LLC,
d/b/a Acentra Health offered the best value to the City. As a result, the panel recommends that City
Council authorize an agreement with Keystone Peer Review Organization, LLC, d/b/a Acentra
Health. No guarantee was made that a specific amount of these services would be purchased and
Staff certifies that the recommended vendor's proposal meets all required specifications.
FUNDING: The maximum annual amount allowed under this agreement will be $250,000.00; however,
the actual amount used will be based on the needs of the department and available budget. Funding is
budgeted in Group Health Insurance Fund for the Human Resources Department.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval this agreement shall begin January 1, 2026 and
expire three years from that date.
RENEWAL TERMS: This Agreement may be renewed for two additional one-year terms. This action
does not require City Council approval provided that the City Council has appropriated sufficient funds
to satisfy the City's obligations during the renewal terms.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year
2026 operating budget, as appropriated, in the Group Health Insurance Fund. Prior to an expenditure
being incurred, the Human Resources Department has the responsibility to validate the availability of
funds.
BQN\\
TO
Fund Department Account Project
ID ID
Program Activity Budget Reference # Amount
Year (Chartfield 2)
FROM
Fund Department Account Project
I ID ID
Submitted for Citv Manaper's Office bv:
Program Activity Budget Reference #
Year � (Chartfield 2)
Reginald Zeno (8517)
Dianna Giordano (7783)
Amount
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33706&councildate=9/16/2025 12/17/2025
M&C Review
Oripinatinp Department Head:
Additional Information Contact:
/_�i�_��:I���I���f.'�
Acentra 1295.pdf (CFW Internal)
Acentra Health SAMs 8.13.25.pdf (CFw �nterna�)
Acentra Health SOS 8.13.25.pdf (CFW Internal)
FIDS table EAP 2026.x1sx (CFW Internal)
Reginald Zeno (8517)
Holly Moyer (7847)
Brandy Hazel (8087)
Jaysea Coates (6159)
Page 3 of 3
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33706&councildate=9/16/2025 12/17/2025
Docusign Envelope ID: 96CDA1C4-F14A-4DF3-8815-B5E6AB968091
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the ciry, state and country of the business entity's place
of business.
Keystone Peer Review dbaAcentra Health
McLean, VA United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
The City of Fort Worth Texas
FORM 129'rJ
1of1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2025-1353079
Date Filed:
08/21/2025
Date Acknowledged:
g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RFP 25-0144
The Employee Assistance Program, EAP
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
Keystone Review Organizational Holding LLC McLean, VA United States X
5 Check only if there is NO Interested Party
6 UNSWORN DECLARATION
My name is Meghan Harris
I-
My address is 1600 Tysons Blvd Suite 1000 , McLean
(city>
I declare under penalty of perjury that the foregoing is true and correct.
Executed in FairFax County County, State of VA
, VA , 22102 , USA
(state) (zip code) (country)
, on the 25tiiiay of ��, 20 25 .
(month) (year)
Signed by:
ig �f�g�e�a���i�i�rized agent of contracting business entity
(Declarant)
, and my date of birth is
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.O.f10dOfd8
F�RT��RTHo
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: KEYSTONE PEER REVIEW ORGANIZATION, LLC DBAACENTRA HEALTH
SUbJeCt Of tlle f�gPeerilerit: (ALL) Authorize Execution of an Agreement with Keystone Peer Review Organization
LLC, d/b/a Acentra Health for an Employee Assistance Program in an Amount Up to $250,000.00, for a Three-Year Initial
Term and Authorize Two One-Year Renewal Options in the Same Amount for the Human Resources Department.
M&C Approved by the Council? * Yes 0 No ❑
If �so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑✓
If �so, provide the original contract number and the amendment number.
Is the Contract "PermanenY'? *Yes ❑ No 0
If �unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 01/01/2026
If different from the approval date.
Expiration Date: 12/31/2028
If applicable.
Is a 1295 Form required? * Yes ❑✓ No ❑
*If �so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑✓ No ❑
Contracts need to be routed for CSO processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.