HomeMy WebLinkAbout065705 - General - Contract - Health Strategy, LLCCity Secretary Contract No. 65705
FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting
by and through Dianna Giordano, its duly authorized Assistant City Manager, and Health Strategy, LLC
("Vendor"), a for -profit Limited Liability Company, each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS: OFFICIAL RECORD
The Agreement documents shall include the following: CITY SECRETARY
1. This Professional Services Agreement; FT. WORTH, TX
2. Exhibit A — Scope of Services: and
3. Exhibit B — Price Schedule.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B, and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. Scope of Services to provide pharmacy benefits consulting services, including PBM
contract analysis, cost -saving recommendations, and strategic advisory support for the City's employee
benefits program. Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager
below ("Effective Date") and shall expire in one year ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew
this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, at City's
sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit "B," — Price Schedule. Total payment made under this Agreement for the first year by City
shall be in an amount up to Two -Hundred Thousand Seventy Thousand Dollars ($275,000.00).
Vendor shall 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
shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
3.1 Suppliers are required to submit all invoices electronically to
supplierinvoicesgfortworthtexas.gov. Each invoice must include the purchase order
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number (if applicable), a detailed description of services or goods provided, and a total
amount due. Invoices should be submitted in PDF format, clearly legible, and include
vendor contact information. Incomplete or non -compliant invoices may be returned for
correction and may delay processing and payment.
4. 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 shall 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 Obligations of the Parties. In the event that this 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 this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall 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,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
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 shall treat all information provided to it by City ("City Information") as
confidential and shall 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 subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not
be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify City immediately if the security or
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integrity of any City Information has been compromised or is believed to have been compromised,
in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate
with City in identifying what information has been accessed by unauthorized means and shall fully
cooperate with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, 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 shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall
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 shall 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 sub -Vendors. Vendor acknowledges that the doctrine of respondent
superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its
officers, agents, employees, servants, Vendors and sub -Vendors. Vendor further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees or sub -Vendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or sub -Vendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall 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 or sub -Vendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL 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 OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS
TO VENDOR'S BUSINESS AND ANYRESUL TING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND 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 OR EMPLOYEES.
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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 shall 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 shall 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 shall 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 shall 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 shall 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 all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall 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 shall, 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.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall 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 and Assignee shall be jointly 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, sub -Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub -Vendor shall agree
to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
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10. Insurance. Vendor shall 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 work pursuant to this Agreement:
10.1 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 shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall 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 work is 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 shall 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 shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
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(b) The workers' compensation policy shall 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 shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall 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 shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall 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 shall 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 shall immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
sub -Vendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall 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, SUBVENDORSS 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 shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
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To CITY:
To VENDOR:
City of Fort Worth Health Strategy, LLC
Attn: Dianna Giordano, Assistant City Manager Nick James, Chief Counsel
100 Fort Worth Trail 112 State St.
Fort Worth, TX 76102-6314 Peoria, IL 61602
Facsimile: (817) 392-8654 nick james(khealthstrategyllc.com
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, 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 shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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 shall 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. Governing Law / Venue. This Agreement shall 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 shall 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. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define 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 shall not be employed in the interpretation of this
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Agreement or Exhibits A and B..
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A and B, 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.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. Warranty 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 shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee who is not legally
eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately
terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,
City shall 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 shall 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 shall 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.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she
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has the legal authority to execute this Agreement on behalf of the respective parry, 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
whose name, title and signature is affixed on the Verification of Signature Authority Form. Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Company Name or Ownership. Vendor shall 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.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this 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, 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, 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 contract.
31. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. 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.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. 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.
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33. 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.
34. Entirety of Agreement. 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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CITY OF FORT WORTH:
Am%-M&-
Dianna Giordano (Aug 21, 2026 13:50:05 CDT)
Jame: Dianna Giordano
Fitle: Assistant City Manager
08/21 /2026
Date:
2026
AL RECOMMENDED:
Jame: Kristen Smith
Fitle: Human Resources Director
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Jame: Jannette Goodall
Fitle: City Secretary
Health Strategy, LLC
Date: 8/ 11 /26
By:
Name: Nick James
Title: Chief Counsel
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.
Heather Wiggins
Sr. Admin Services Manager, Human Resources
APPROVED AS TO FORM AND LEGALITY:
By: O
Name: Jordan P. Alvarez
Title: Assistant City Attorney II.
CONTRACT AUTHORIZATION:
M&C: 26-0739
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
1. Project Scope
As -Needed Project (Up to once every three years):
Open Market PBM RFP via Health Strategy Rx Marketplace ProcessTM: Secure
pharmacy benefit manager ("PBM") services agreement through Rx Marketplace. The
process will include:
a. Phase One - Project Preparation:
1. Review, collect, and disclose to potential vendors any specific Customer
contractual or procurement requirements for PBM (external) vendor bid
purposes using proprietary RX Marketplace RFP portal
2. Development of Customer -specific PBM RFP questionnaire and
contractual requirements and include in RFP portal
b. Phase Two - RFP Administration & PBM Services Proposal Review
and Evaluation:
3. Solicit complete proposals via RFP portal for up to five (5) vendors —
incumbent PBM will be included as part of the base fee.
4. Collect vendor RFP questions and provide answers related to bidding
process
5. Evaluate proposals for PBM services, including review of proposed pricing,
terms, and conditions as they relate to the Rx benefit.
6. Provide summary report to compare PBM bidding results
7. Lead session with Customer to present summary of findings report and bid
comparison results
8. Engage vendors in pricing negotiations to provide objective feedback (up
to two rounds of bidding — round one (1) and best -and -final (BAFO))
9. Participate in and facilitate vendor finalist meetings alongside Customer
(in -person or virtual) with up to three (3) finalists
10. Support selection of PBM offering with the most competitive, best -fit
pricing offer for Customer
c. Phase Three - PBM Agreement Contracting:
Ensure all agreed upon definitions, pricing conditions, and pricing grids are
accurately captured in PBM-prepared services agreement (or amendment if
incumbent vendor prevails) of the winning bidder
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Core Services
a. Data Management —
1 . Health Strategy will receive and process monthly pharmacy claim files
provided by the Customer's PBM in a standardized file format and add to
the Customer's database held at Health Strategy within fifteen (15) business
days after receiving the files.
2. Health Strategy will add Customer's anonymized and de -identified data to
Health Strategy's aggregated database to use for cost and utilization
benchmarking.
b. Network Performance & Utilization Reporting - On a semi-annual basis (Q4
report will include full year), Health Strategy will provide a comparison of
actual PBM performance to contractual guarantees. Semi-annual assessments
help ensure that the PBM is correctly administering the provisions and rates as
stated in the agreement. In addition, semi-annual assessments provide
Customer the ability to track potential underperformance throughout the year
and assist in identifying any issues in advance. Health Strategy will monitor
PBM performance, drug utilization, and other applicable trends on a semi-
annual basis. All monitoring and reporting will be evaluated by channel and
population as reasonably requested by the Customer. Health Strategy shall:
1. provide semi-annual reports within forty-five (45) days of receiving the
third monthly claim file of the quarter from PBM;
2. meet with Customer semi-annual virtually or in -person to provide an
objective overview of PBM performance. Semi-annual assessments will be
provided prior to Customer meeting with PBM; and
3. participate in PBM's annual review (at Customer's request).
C. Annual Market Check - Annually, Health Strategy will assist Customer with
the execution of the PBM agreement's market check provision to evaluate
whether economics remain market competitive.
d. Annual Financial Reconciliation - Annually and as part of the annual report,
Health Strategy will reconcile PBM's adherence to financial guarantees by
validating pricing reconciliation methods and processes. Health Strategy will
provide a performance report which will be used to determine if a formal audit
is necessary.
e. Pharmacy Strategy Consulting & Opportunity Evaluation — Health
Strategy will meet with Customer annually, to conduct a plan strategy session.
The plan strategy session will set plan priorities and key objectives for
execution. Additionally, health Strategy will serve as a subject matter expert on
behalf of Customer to:
1. assess PBM-presented programing;
Professional Services Agreement Page 13 of 28
City Secretary Contract No.
2. review contractual amendments
f. PBM Renewal and Negotiations - On an as -needed basis, Health Strategy will
support the City with PBM renewal and negotiation activities when a renewal
opportunity, contract extension, pricing improvement opportunity, or other
material PBM contract event warrants a focused negotiation effort outside of a
full market RFP.
3. Meet with the City to align on renewal strategy and identify key negotiation
priorities, including improved economics, operational issues, alternative
pricing models, performance guarantees, regulatory considerations, and
other contract -related items.
4. Request, review, and evaluate the PBM's renewal offer, including
preparation of a savings and response analysis for the City's review.
5. Develop a term sheet reflecting the City's objectives and Health Strategy's
financial feedback, including insights from Health Strategy's proprietary
supply chain contribution model, and support negotiations with the PBM as
needed to drive market -competitive economics and improved contractual
positioning.
6. Request and review the PBM-prepared amendment to confirm it accurately
reflects the negotiated terms, then present the reviewed amendment to the
City's legal team for final legal review and execution support.
Optional Services
a. PBM Implementation Support: Support Customer with implementation of a
new PBM vendor. Support provided by Health Strategy will include:
Participate in implementation calls and meetings organized by the PBM
vendor that include pharmacy topics.
2. Participate in project planning and review vendor prepared implementation
roadmap document for accuracy and completeness.
3. Participate in benefit design meetings and review PBM vendor approach for
benefit design and testing to ensure vendor prepared benefit design setup
documents are accurate. Support the analysis of legacy plan design
configurations using Customer's supplemental benefit design
documentation.
4. Review vendor prepared formulary disruption analyses and advise client
regarding drug grandfathering based on clinical appropriateness. Assess
rebate impact (if applicable).
5. Review vendor / client produced member communication materials of any
disrupted coverage or network options for accuracy.
6. Prepare operational playbook and cadence for management and execution of
PBM Service agreement post implementation.
Professional Services Agreement Page 14 of 28
City Secretary Contract No.
2. Project Deliverables:
a. Open Market PBM RFP via Rx Marketplace
1. Presentation evaluating and comparing PBM proposals
2. Coordination and execution of PBM finalist presentations
3. Ready to execute PBM contract
b. Optional Core Services
1. Data Management
Receive, process, load and store Customer's monthly claims file from its
PBM(s)
2. Network Performance & Utilization Reporting
Semi-annual report
3. Annual Market Check
(a) Market check report and supplemental analysis
(b) Ensure all agreed upon contractual updates are captured in amendment
(if applicable)
4. Annual Financial Reconciliation
Performance report
5. Pharmacy Strategy Consulting & Opportunity Evaluation
(a) Assessment of PBM-presented programming, including appraisal of
any associated ROI guarantees and related methodologies
(b) Review of any proposed pharmacy term -related amendments for active
PBM agreement
6. PBM Renewal and Negotiations
(a) PBM Renewal Savings and Response Analysis
(b) Negotiated Term Sheet and Amendment Review Summary
C. Optional Services
1. PBM Implementation Support
(a) Client account structure document aligned to new PBM
(b) PBM Plan design grids and clinical programs set up documents aligned
to Customer's benefit intent
(c) Implementation Performance Guarantee allocation recommendations
(d) Review PBM prepared formulary disruption impact analysis
Professional Services Agreement Page 15 of 28
City Secretary Contract No.
3. Scope & Boundaries:
Health Strategy will complete all activated deliverables outlined in Section 2. Work
outside of scope requested by Customer, unless otherwise agreed between Health
Strategy and Customer, will be billed on a time and material basis based upon
Health Strategy's hourly rates in effect at the time services are provided, upon
mutual understanding of request and potential cost. Health Strategy must receive
written approval from Customer before executing out -of -scope tasks. Health
Strategy may use data that does not contain PHI to identify the economics
associated with pharmacy claims for benchmarking purposes.
Professional Services Agreement Page 16 of 28
City Secretary Contract No.
EXHIBIT B
PRICE SCHEDULE
4. Fees & Invoicing:
a. Fees — Customer's fees under this SOW are as follows:
Description
Fee
As -Needed Project (Up to once every three years)
Open Market PBM RFP via Rx Marketplace
*Included in fee below*
Core Services
Data Management
$16,666.67 (which amount shall increase
by 5% each year of the Term (e.g., Core
Services monthly fee for second year of the
Term shall equal $17,500)
Network Performance & Utilization
Management
Annual Market Check
Annual Financial Reconciliation
Pharmacy Strategy Consulting & Opportunity
Evaluation
PBM Renewal & Negotiation
Optional Services
Implementation Support
$75,000 fixed feel
'Credits or funds from PBM may be available to cover these costs
b. Invoicing:
1. Core Service charges will be invoiced on a monthly basis and shall
commence on the earlier of (i) when Health Strategy begins providing Core
Services or (ii) the first month after the effective date of new PBM
arrangement.
2. If the new PBM establishes a credit or fund, at Customer's request Health
Strategy shall submit applicable invoices to the PBM to pay on behalf of
Customer. If the PBM does not pay Health Strategy's fee, Customer shall
promptly pay after receipt of invoice.
5. Travel Reimbursement: Customer will reimburse Health Strategy for all related
travel expenses in accordance with Customer's travel policy and guidelines.
Professional Services Agreement Page 17 of 28
City Secretary Contract No.
Pharmacy Consulting Services
Proposal
Presented to
City of Forth Worth
7
H''E'A''LT''H''S'T''R''AT*E'*G''Y'
. .........
. .... .... .... .
112 State St.
Peoria, IL 61602
www.healthstrategyllc.com
Brandon Clark
Chief Growth Officer
312-720-5117
Brandon.Clark@heaIthstrategylIc.com
June 1st, 2026
Professional Services Agreement Page 18 of 28
City Secretary Contract No.
Table of Contents
ExecutiveSummary.....................................................................................................................................20
FirmOverview.............................................................................................................................................21
Health Strategy Differentiators...............................................................................................................
21
DeliveringResults....................................................................................................................................21
Approach to Pharmacy Procurement - RFP............................................................................................22
Quality Monitoring, Oversight and Performance Analytics....................................................................22
Innovation& Trends................................................................................................................................23
OurPeople & Experience........................................................................................................................23
Scopeof Services........................................................................................................................................24
Open Market PBM RFP via Health Strategy Rx Marketplace Process............................................24
DataManagement................................................................................................................................24
Network Performance & Utilization Reporting.................................................................................24
AnnualMarket Check...........................................................................................................................25
AnnualFinancial Reconciliation..........................................................................................................25
Pharmacy Strategy Consulting & Opportunity Evaluation..............................................................25
PBM Renewal and Negotiation...........................................................................................................25
OptionalServices........................................................................................................................................27
PBMImplementation Support............................................................................................................27
Fees.............................................................................................................................................................
28
Term............................................................................................................... Error! Bookmark not defined.
Professional Services Agreement Page 19 of 28
City Secretary Contract No.
Executive Summary
Health Strategy appreciates the opportunity to present this proposal to the City of Fort Worth. Pharmacy
benefits continue to be one of the most complex and financially significant areas of an employer's benefit
program, requiring ongoing attention to market competitiveness, contract performance, clinical strategy,
and vendor accountability. As pricing models evolve, specialty drug costs increase, and regulatory scrutiny
grows, it is increasingly important for plan sponsors to have independent guidance supported by data,
market experience, and practical execution.
Our proposed approach is designed to provide the City with that support through a combination of
pharmacy consulting, claims analytics, PBM oversight, market evaluation, financial reconciliation, and
strategic advisory services. Health Strategy's role will be to help the City evaluate options, identify
opportunities, hold its PBM accountable, and make informed decisions over the course of the engagement.
We view this work as an ongoing partnership rather than a one-time review. Whether the City is assessing
PBM performance, evaluating a renewal offer, considering a market check, reviewing a new PBM program,
or preparing for a future RFP, Health Strategy will provide independent analysis and experienced guidance
to support the City's pharmacy benefit strategy. We appreciate the opportunity to be considered and would
love to support the City in managing this important and complex benefit program.
Please let us know if you have any questions or if there is any additional information we can provide as you
review our proposal.
Thank you,
13Ira*- � Ci zwkl
Brandon Clark
Chief Growth Officer
Health Strategy
Ph: 312.720.5117
Email: Brandon.Clark@healthstrategyllc.com
Professional Services Agreement Page 20 of 28
City Secretary Contract No.
Firm Overview
Since 2006, Health Strategy (HSLLQ has leveraged deep industry expertise and advanced analytics to deliver
tailored pharmacy benefit solutions that balance cost containment with clinical effectiveness. We identify
inefficiencies across the pharmaceutical supply chain —from manufacturers through prescription fulfillment
and apply practical, long-term strategies that drive measurable value and improve member outcomes. We
have hands-on experience at negotiation tables, representing over 3.5 million pharmacy lives, and design
and evaluate pricing models, contract terms, and financial risk with precision.
Today, Health Strategy manages one in every five prescriptions in the United States on behalf of our clients.
Unlike many competitors, Health Strategy is among the largest fully conflict -of -interest —free pharmacy
benefit consulting firms in the industry. We earn this distinction by neither receiving nor accepting
compensation, fees, or any form of remuneration from PBMs or other supply -chain participants.
We administer open market pharmacy benefit management RFPs through our proprietary Health Strategy
RxMarketplace ProcessTM, a technology -driven platform designed to streamline procurement and optimize
financial outcomes. Last year alone, this approach delivered more than $3.1 billion in client savings, with
typical first -year savings of 15-25%. Beyond procurement, we serve as a long-term strategic partner
delivering sustainable, data -driven pharmacy benefit performance through continuous monitoring and
adaptive strategies as market conditions evolve.
Health Strategy Differentiators
• True independence with no compensation from PBMs or supply -chain entities
• Integrated clinical and financial expertise from physicians (three on staff) and pharmacists
• Optimized RFP outcomes leveraging our proprietary purpose-built, online Rx Marketplace process
• Advanced analytics supported by a proprietary data warehouse of more than 3.5 billion claims
• Strong in-house PBM contracting and legal expertise
Delivering Results
Health Strategy delivers on its promises across broad spectrum of clients resulting in significant financial
savings for clients and their members as illustrated below:
2 %Q Toban p 4 U.S k
/ Q 200.000 employees
Q Top-2 life insurance company
Q 300,000 employees
37 Q Largest U.S. food company
Q 100,000 employees
9 Q Worldwide tools company
Q 16,000 employees
1 7 Q Global appliance supplier
/ Q 17,)00 employees
Q Top 2 U.S bank
21 Q 240,000 employees
Q Top-5 health insurance ^/ Q Top-10 medical device
22 Q 105.000 employees .24 Q 21,000 employees
w The Health Strategy RxMarketplace delivered more than
133& $3.1 B in drug cost savings for clients last year
Professional Services Agreement Page 21 of 28
City Secretary Contract No.
Approach to Pharmacy Procurement - RFP
Since our firm's inception, we have managed several hundred PBM RFPs on behalf of our clients — managing
the end -to -end lifecycle of the RFP. Our Open Market RFP (via Health Strategy Rx Marketplace Process)
includes:
Facilitating a competitive open market RFP to select the ideal pharmacy benefit partner, aligned with
your RFP objectives - collaboratively developed during initial discovery meeting.
• Securing best -in -class contract terms and pricing conditions with market -leading economics.
Embedding flexibility within the PBM contract to implement cost containment strategies over time (e.g.,
the right to direct contract with pharma).
We understand the critical nature of clear and specific contract definitions and pricing conditions in a PBM
contract. Defined terms and pricing conditions are the basis of sound underwriting and subsequently a deal
that delivers market current economics in the first year, and throughout the years of a new PBM contract.
Our support of PBM contract negotiation and insistence on tight, verifiable definitions that fully support
PBM transparency and accountability.
Quality Monitoring, Oversight and Performance Analytics
As part of ongoing consulting services, we actively monitor drug utilization and other applicable trends on
a quarterly and annual basis. We deliver regular plan performance insights, along with suggested actions
to optimize plan performance and manage your pharmacy budget throughout the year to ensure your PBM
is correctly administering the provisions and rates as stated in the agreement. We provide the ability to
track potential underperformance throughout the year and assist in identifying any issues in advance.
Importantly, we apply a holistic approach, and this is critical to your pharmacy benefit performance as
illustrated in the graphic below:
Appropriate Incentives /
Disincentives & Resources
- Optimize Plan Design
- Understand what
information is necessary
to aid in the member
decision
- Innovate by offering
solutions that assist Z
Appropriate Outcome
- Desired behavior from membership
Behavior - Desired response from treatment
Performance Control Plan
• HOPE Report
Finances/ r�
MemberNendor
Benefit Design Performance &
Member Resources[Tools
Benefit Design to Encourage Financia/&
rZ Clinical Efficienc%s
Network Performance Clinical Performance
Optimize Financial Efficiencies I Optimize Clinical Efficiencies
Appropriate Pharmacy / Channel
- Network Performance
• Least Costly Unit Cost of Dmg
• Quality of Services
Appropriate Therapy
Clinical Performance
Clinically
efficacious
Least costly for
maximum
clinical outcome
Professional Services Agreement Page 22 of 28
City Secretary Contract No.
Innovation & Trends
Innovation is a cornerstone of our service philosophy. By leveraging analytical insights with innovative
strategies we help identify contract vulnerabilities, forecast drug inflation, quantify business opportunities,
and prepare you for what is ahead. We actively stay ahead of trends by leveraging data, collaborating with
clinical experts, and optimizing pharmacy benefit strategies to deliver cost-effective, high -quality
performance. By embedding innovation into every aspect of our service model, we ensure you receive
forward -thinking solutions that address both current challenges and future opportunities -resulting in
optimized pharmacy benefit program management.
Our People & Experience
We are confident that our experience, expertise, and commitment to value -driven solutions uniquely
position Health Strategy to help you achieve your pharmacy benefit management objectives —both today
and in the future.
Our people, culture, and values are the foundation of our firm. We recognize that effective pharmacy benefit
management requires a careful balance of financial stewardship and quality of care. Decisions made in one
area of pharmacy benefit design can have significant downstream impacts, and we are committed to fully
analyzing those implications to help the Plans manage risk and achieve sustainable outcomes.
Professional Services Agreement Page 23 of 28
City Secretary Contract No.
Scope of Services
Health Strategy proposes to support the City of Fort Worth through a comprehensive pharmacy
consulting model designed to improve financial performance, strengthen PBM accountability, and provide
ongoing strategic guidance. Our services are structured to support both periodic procurement needs and
continuous oversight of the City's pharmacy benefit program, with a focus on transparency, market
competitiveness, clinical appropriateness, and measurable value.
The following sections summarize the core services Health Strategy will provide to support the City's
pharmacy benefit strategy.
Open Market PBM RFP via Health Strategy Rx Marketplace Process
On an as -needed basis, up to once every three years, Health Strategy will lead the City through an open -
market PBM procurement using our proprietary Rx Marketplace process. This process is designed to
create a competitive, transparent, and well -documented evaluation of PBM vendors, including the
incumbent PBM, with a focus on pricing, contractual terms, operational fit, and overall value to the City.
Health Strategy will support the full RFP lifecycle, including development of City -specific RFP materials
and contractual requirements, administration of the vendor bidding process, review and comparison of
PBM proposals, vendor negotiations, finalist meeting support, and selection support. Once a finalist is
selected, Health Strategy will assist in confirming that the final PBM agreement or amendment accurately
reflects the negotiated definitions, pricing terms, conditions, and guarantees.
Data Management
Health Strategy will receive and process monthly pharmacy claims files from the City's PBM and load
those files into the City's database within Health Strategy's analytics environment. This process creates the
foundation for ongoing reporting, performance monitoring, benchmarking, financial reconciliation, and
strategic analysis.
As part of this work, Health Strategy will also incorporate anonymized and de -identified claims data into
its broader aggregated database for benchmarking purposes. This allows the City to benefit from a more
informed view of market trends, utilization patterns, pricing performance, and opportunities for
improvement across comparable pharmacy benefit programs.
Network Performance & Utilization Reporting
Health Strategy will provide quarterly reporting to evaluate actual PBM performance against the City's
contractual guarantees. These reports help the City monitor whether the PBM is administering the
agreement correctly, identify potential underperformance during the year, and address issues before they
become larger financial or operational concerns.
The reporting will also evaluate pharmacy utilization, network performance, and other applicable trends
by channel and population, as reasonably requested by the City. Health Strategy will review results with
Professional Services Agreement Page 24 of 28
City Secretary Contract No.
the City through semi-annual meetings and, at the City's request, participate in the PBM's annual review
to provide independent perspective and support vendor accountability.
Annual Market Check
Health Strategy will assist the City each year with the execution of the PBM agreement's market check
provision. The purpose of this process is to evaluate whether the City's PBM economics remain
competitive with current market conditions and to identify whether pricing, rebate, network, or other
financial improvements may be warranted.
Health Strategy will review the applicable contract terms, evaluate market competitiveness, prepare
supporting analysis, and assist the City in pursuing updates where appropriate. If changes are negotiated,
Health Strategy will also support review of the related PBM amendment to confirm the agreed -upon
updates are accurately captured.
Annual Financial Reconciliation
Health Strategy will annually reconcile the PBM's adherence to the City's financial guarantees by reviewing
the PBM's reconciliation methodology, pricing results, and related processes. This work is intended to
provide the City with an independent assessment of PBM performance and a clear view into whether
contractual financial commitments have been satisfied.
Health Strategy will prepare a performance report summarizing the results of the reconciliation. The
report can also be used to help the City determine whether a more formal audit is necessary based on the
level of underperformance, methodology concerns, or other issues identified during the review. Please
note, this is not a formal audit.
Pharmacy Strategy Consulting & Opportunity Evaluation
Health Strategy will meet with the City annually to conduct a pharmacy strategy session focused on
priorities, objectives, and emerging opportunities for the upcoming plan year. This discussion will help
align the City's pharmacy benefit strategy with market conditions, financial goals, clinical priorities,
member impact considerations, and operational needs.
In addition, Health Strategy will serve as an independent pharmacy subject matter expert for the City
throughout the year. This includes evaluating PBM-presented programs, reviewing the financial and
methodological assumptions behind proposed savings opportunities, assessing proposed amendments,
and advising the City on whether specific programs or changes are in the City's best interest.
PBM Renewal and Negotiation
On an as -needed basis, Health Strategy will collaborate with the City and lead the PBM contract renewal
and negotiation process. This service is intended to support the City when a renewal opportunity, contract
extension, pricing improvement opportunity, or other material PBM contract event warrants a focused
negotiation effort outside of a full market RFP.
Professional Services Agreement Page 25 of 28
City Secretary Contract No.
Health Strategy will begin by meeting with the City to align on the renewal strategy and identify the key
items to be addressed, which may include improved economics, operational challenges, alternative pricing
models, performance guarantees, regulatory considerations, or other contract -related priorities. Health
Strategy will then request and evaluate the PBM's renewal offer, prepare a savings and response analysis,
and develop a detailed term sheet reflecting the City's objectives and Health Strategy's financial feedback.
Using Health Strategy's proprietary supply chain contribution model, our team will support negotiations
with the PBM and provide objective, data -driven feedback throughout the process. Health Strategy will
review PBM responses, update the City on financial and contractual implications, and continue
negotiations as needed to drive toward market -competitive economics and improved contractual
positioning.
Once negotiations are complete, Health Strategy will request the PBM-prepared amendment and review it
for completeness against the negotiated terms. Health Strategy will then present the reviewed
amendment to the City's legal team for final legal review and execution support.
Together, these services provide the City with a practical and flexible framework for managing its
pharmacy benefit program. Health Strategy's role is to bring independent market expertise, data -driven
analysis, clinical and financial oversight, and disciplined vendor accountability to help the City make
informed decisions and maintain a competitive, well -managed PBM arrangement over time.
Professional Services Agreement Page 26 of 28
City Secretary Contract No.
Optional Services
PBM Implementation Support
If the City selects a new PBM, Health Strategy will support the implementation process to help ensure the
new arrangement is set up accurately and aligned with the City's intended benefit strategy. This support
will include development of a client account structure document aligned to the new PBM, review of PBM
plan design grids and clinical program setup documentation, and recommendations related to the
allocation of implementation performance guarantees. Health Strategy will also review the PBM-prepared
formulary disruption impact analysis to help the City understand member impact, evaluate transition
considerations, and confirm that implementation decisions are consistent with the City's objectives.
Professional Services Agreement Page 27 of 28
City Secretary Contract No.
Fees
Health Strategy's proposed fee for the services outlined in the scope of services proposal is $200,000
annually, invoiced and paid in monthly installments of $16,666.67. This fee is intended to provide the City
with ongoing access to Health Strategy's pharmacy consulting, analytics, reporting, market evaluation,
financial oversight, and strategic advisory services as described herein.
If the City selects a new PBM and requests Health Strategy's support during implementation, Health
Strategy will provide those services for a one-time fixed fee of $75,000. In many PBM transitions, the
selected PBM may provide implementation credits or transition -related funding that can be used to offset
some or all of this cost.
Any travel expenses incurred in connection with the engagement will be reimbursed in accordance with
the City's travel policy, provided that Health Strategy obtains the City's written approval prior to incurring
such expenses. Annual reimbursable travel expenses will not exceed $3,000.
Professional Services Agreement Page 28 of 28
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Section 1: General Information
Requesting Department: Human Resources
Name of Contract Manager: Kristen Smith
Departmental Attorney: Jordan P. Alvarez
Item or Service sought: Vendor will provide strategic pharmacy benefit
analysis, contract evaluation and negotiation support, claims auditing, financial forecasting,
specialty pharmacy management, and identification of cost -containment opportunities.
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service
CSC or Purchase Order #:
Amount:
Projected M&C Date:
❑x
$275,000.00
Health Strategy LLC
Yes ❑ No ❑X
N/A
N/A
August 2026
How will this item or service be used? Pharmacy benefits consulting firm that helps
employers, health plans, and government entities evaluate and improve their pharmacy benefit
programs (PBMs).
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
Page 1 of 6
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: N/A
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
® A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Page 2 of 6
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. HealthStrategy LLC provides
specialized professional consulting services related to pharmacy benefit management (PBM),
prescription drug cost analysis, contract evaluation, clinical program assessment, and strategic
benefits planning. These services require advanced knowledge, professional judgment, and
specialized expertise in healthcare economics, pharmacy benefit administration, and employee
benefits management. The work involves the evaluation of complex claims data, interpretation of
industry -specific regulations and market trends, and the development of recommendations
tailored to the City's health benefits program. Because the services are predominantly intellectual
in nature and require specialized professional skill, training, experience, and independent
judgment rather than the provision of commodities or routine services, the procurement qualifies
for an exemption from competitive bidding.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that are available from only one source because of patents, copyrights, secret processes,
or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
❑ books, papers, and other library materials for a public library that are available only from the
persons holding exclusive distribution rights to the materials; and
❑ management services provided by a nonprofit organization to a municipal museum, park, zoo,
or other facility to which the organization has provided significant financial or other benefits;
How did you determine that the item or service is only available from one source?
[EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH,
COMMUNICATIONS, DOCUMENTATION)l
Page 3 of 6
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
[SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION]
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
[DESCRIBE THE UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE
SOURCE]
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? NYes ❑No.
Was there anything attached to this form that was relied on in making this determination?
❑Yes NNo.
If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes NNo.
If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Approved By:
-46a '� Date: 6/16/2026
Affhama Muhammad / rdan Alvarez
Assistant City Attorney
Page 4 of 6
FORT WORTH
MAYOR AND COUNCIL COMMUNICATION
7.2.2 PROFESSIONAL SERVICES AGREEMENT WITH HEALTH STRATEGY, LLC
DATE: 08/11/26 M&C FILE NUMBER: M&C 26-0739
DEPARTMENT: HUMAN RESOURCES
SUBJECT
(ALL) Authorize the Execution of a Professional Services Agreement with Health Strategy, LLC
for a Total Annual Amount Up to $275,000.00 and Authorize Four One -Year Renewal Options
for Pharmacy Benefits Consulting Services, Including Contract Analysis, Cost -Saving
Recommendations, and Strategic Advisory Support for the City's Employee Benefits Program
RECOMMENDATION
It is recommended that the City Council authorize the City Manager or designee to execute a
Professional Services Agreement with Health Strategy LLC for pharmacy benefit consulting
and advisory services in an annual amount up to $275,000.00, for an initial term of one year
with up to four one-year renewal options with an approved Chapter 252 Exemption.
DISCUSSION
The purpose of this agreement is to obtain specialized pharmacy benefit consulting
services to assist the City in evaluating, managing, and optimizing its prescription drug
benefit programs, with Health Strategy, LLC providing independent expertise related to
pharmacy benefit management (PBM) contracting, pharmacy claims analysis, market
benchmarking, audit support, cost -containment strategies, vendor performance
evaluations, pharmacy supply chain analysis, and strategic recommendations to support
the City's employee healthcare and prescription drug benefit programs.
These services will support the City in identifying opportunities to improve the efficiency
and effectiveness of its pharmacy benefit program, manage rising prescription drug costs,
and ensure that employees, retirees, and covered dependents continue to receive access
to quality prescription drug benefits. The consultant will provide strategic
recommendations and industry expertise to support informed decision -making and long-
term planning related to the City's healthcare and pharmacy benefit programs.
FUNDING: The maximum annual amount allowed under this agreement is $275,000.00;
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however, the actual amount used will be based on the available budget. Funding is
budgeted in the Consultant & Other Professional Services account within the Group Health
Insurance Fund for the Human Resources Department.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution
and will end one year from that date.
RENEWAL TERMS: This agreement includes up to four additional one-year renewal options.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION/CERTIFICATION
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, and upon adoption of the Fiscal Year 2027 Budget by the City
Council, funds will be available in the Fiscal Year 2027 Operating Budget, as appropriated, in
the Group Health Insurance Fund to support approval of the recommendation and execution
of the agreement. Prior to any expense being incurred, the Human Resources Department
has the responsibility to validate the availability of funds.
SUBMITTED FOR CITY MANAGER'S OFFICE BY: Giordano, Dianna, # 7783
ORIGINATING BUSINESS UNIT HEAD: Kristen Smith, #2697
ADDITIONAL INFORMATION CONTACT: Heather Wiggins, #7230
ATTACHMENTS
1. CSC XXXX Health Strategy, LL C- 252 Exemption -approved [7.2.2.1 - 6 pages]
Motion: Approved.
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City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Health Strategy
Subject of the Agreement:
to provide pharmacy benefits consulting services, including PBM
contract analysis, cost -saving recommendations, and strategic advisory support
for the City's employee benefits program.
N/A
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 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes 0 No ❑ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date:
If different from the approval date.
Expiration Date: One year after signed by ACM
If applicable.
Is a 1295 Form required? * Yes ❑ No 21
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
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.