HomeMy WebLinkAboutContract 45871 CITY SEC TAW
Plan Sponsor Data Software License AgreementC®NTRACT Mo. I
This Data Software License Agreement(the"Agreement")dated effective as of—JanuM 1 2014 ("Effective
Date")is made by and between the customer named at the end of this Agreement("Customer")and Aetna Life Insurance Company,
on behalf of itself and its affiliates, ("Company") and is subject to all of the TERMS AND CONDITIONS OF THIS ENTIRE
AGREEMENT,AS SET FORTH HEREIN.
WHEREAS, Company has entered into an agreement with Customer to provide certain services in connection with
Customer's health benefits plan(s).
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable
considerations,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:
I.DEFINITIONS
(a)Authorized User:Any individual employed by Customer or,if agreed to writing in advance by Company,an entity
contracted with Customer to perform administrative services in connection with Customer's Aetna health benefits plan(s)and
designated by Customer as an Authorized User in accordance with the procedures and requirements specified by Company. The
number of Authorized Users shall be determined by Company.
(b)Customer's Related Parties:Customer's parents,subsidiaries and affiliates and their respective officers,directors,
employees,contractors,agents and other representatives.
(c)Data Base(s):Data file(s)or portions thereof which contain Plan Sponsor Data.
(d)Licensed Software:The software,object code,source code,user-level documentation,and other information and
documents developed and/or licensed by Company and licensed to Customer for accessing,viewing,and/or manipulating Plan
Sponsor Data. Licensed Software may include third-party software that may be used or embedded as part of the Licensed Software.
The Licensed Software shall include any updates or modifications made to the software during the Agreement Term(including but
not limited to any change in name of the software).
(c)Plan Sponsor Data:Data reflecting benefits of individuals enrolled in Customer's health and/or dental benefits plans.
H.GRANT OF LICENSE AND PROPRIETARY RIGHTS
(a)Company hereby grants to Customer and its properly designated Authorized Users the non-exclusive,non-transferable
and non-sub-licensable right to access and use,during the Agreement Term(as defined in Section VI below)the Licensed Software,
in accordance with the terms contained in this Agreement,solely and exclusively for its internal use to administer certain employee
benefit plans and not for any external or commercial purpose(the"License")at the number of single computer processors authorized
by Company as shown in Exhibit A.. Customer's right to access and use the Licensed Software shall be solely by means of a web
browser at the URL designated by Company. Customer shall not knowingly or negligently permit the Licensed Software to be used
(i)by anyone other than an Authorized User designated as such in accordance with the procedures and requirements specified by
Company,(ii)in a network or multiple user arrangement unless Customer has obtained a license for each additional terminal and
workstation from which the Data Base(s)will actually be accessed,or(iii)by former employees of Customer or any other Authorized
User. The Agreement does not expressly or by implication,in whole or in part,assign,sublicense,or otherwise transfer to Customer
any rights to access,manipulate,or otherwise use any source code.
(b)Company shall have exclusive title and ownership rights,including all intellectual property rights,throughout the world
to and in any and all Licensed Software. Customer hereby irrevocably assigns to Company all right,title and interest,including all
intellectual property rights,it may now or hereafter possess in the Licensed Software and related documentation,and all derivative
works and improvements thereof and will cause its representatives,subcontractors and agent to irrevocably assign to Company all
such rights in the Licensed Software and related documentation,and all derivative works and improvements thereof. Customer shall
execute all documents and take all actions that may be reasonably necessary to effect and confirm the foregoing.
(c)Customer shall not, and shall not knowingly or negligently permit any third party(including,without limitation, any
parent,subsidiary or affiliate of Customer or any Authorized User)to(i)decompile,disassemble or reverse engineer any Licensed
Software, (ii) attempt to discover the source code, design, architecture or other trade secret characteristics or other information
relating to the Licensed Software(iii)create any derivative works from any part of the Licensed Software,or(iv)license,distribute
or disclose the Licensed Software to any third party.
(d)If and to the extent Customer requests Company to furnish access to the Licensed Software to any third party,such as a
consultant or management company retained by Customer to assist in administering Customer's benefit plans, Customer shall (i)
obtain Company's prior written approval of such consultant's use of the Licensed Software,(ii)ensure such third party's compliance
with all of the terms and conditions herein and all applicable laws and (iii) designate such party as an Authorized User via the
eSignature process. Each Authorized User shall be required by Customer to indicate hislher understanding of the obligations
hereunder and agree to comply in all respects with the terms and conditions of this Agreement. Customer agrees not to disclose or
disseminate the Licensed Software in any form to any person other than employees, agents and contractors having a need to know
and having agreed in writing to comply with Customer's confidentiality obligations and shall notify Company in writing within five
(5)days of the termination of such relationship.
(e)Customer shall access and use the Licensed Software in accordance with the system requ'rements and Orowser settings
specified by Company. Company assumes no responsibility for providing or supporting such computer ;YUNCIAL RECORD
CITY SECRETARY
RECEIVED AUG 2 012014 FT.WORTH,TX
III.DISCLAIMERS/LIMITATION OF LIABILITY
(A)CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE,IS PROVIDED TO
CUSTOMER ON AN AS"AS-IS"BASIS AND THAT THERE ARE NO WARRANTIES OF ANY KIND,WHETHER
EXPRESS OR IMPLIED,WITH RESPECT TO THE LICENSED SOFTWARE,INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.There are no warranties of accuracy,completeness,or
timeliness either expressed or implied with respect to the Data Base(s)or any Plan Sponsor Data or other information
contained therein.
(B) IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER,REGARDLESS OF THE FORM OR
CAUSE OF ACTION,FOR ANY INDIRECT,SPECIAL,INCIDENTAL,PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF ANTICIPATED PROFITS,BUSINESS GOODWILL,REPUTATION,LOST
DATA AND ECONOMIC LOSS)ASSOCIATED WITH OR RELATED TO USE OF THE LICENSED SOFTWARE OR
THIS AGREEMENT,WHETHER SUFFERED DIRECTLY OR INDIRECTLY,EVEN IF CUSTOMER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IV.CONFH)ENTIALITY
(a)Customer acknowledges and agrees that all information delivered via the Licensed Software,including the Data
Base(s),is and shall be health information,as such term is defined in the privacy rule promulgated pursuant to the Health Insurance
Portability and Accountability Act of 1996("HIPAA"). Customer represents and warrants that it will comply(and cause all
Authorized Users to comply)with any and all applicable federal,state,and local laws,regulations and other legal mandates regarding
the privacy and/or confidentiality of health information and other information accessed by Customer or any Authorized User using
the Licensed Software,including but not limited to HIPAA and the rules promulgated pursuant thereto. In no event shall Customer
or any Authorized User make any attempt to determine the identity of any individual whose information is provided through the
Licensed Software in a masked,aggregated or other format. In addition,Customer will use all means reasonably necessary to secure
the information contained in the Licensed Software reports against inappropriate access and use,including without limitation(i)
restricting the use of usernames and PINS(Personal Identification Numbers)assigned to Customer's Authorized Users to the
individuals assigned;(ii)informing Authorized Users of their obligations with respect to the information contained in the Licensed
Software reports;and(iii)informing Company in writing within five(5)days of the termination of employment of or of any
relationship with any Authorized User.
(b)Any information with respect to the rates paid by Company or Company's affiliates to health care providers and related
entities and any information which may allow determination of such rates are deemed to be"Confidential Information". No
disclosure of any such information may be made or permitted to any third party whatsoever by Customer,including,but not limited
to,any broker,consultant,auditor,reviewer,administrator or agent unless(i)Company has consented in writing to such disclosure
and(ii)each such recipient third party has executed a confidentiality agreement in form satisfactory to Company's counsel.
Customer acknowledges and agrees that Company operates in a highly regulated and competitive environment;and that the
unauthorized disclosure or use of Plan Sponsor Data or Confidential Information will cause irreparable harm and significant injury to
Company which will be difficult to measure with certainty or to compensate through money damages.Accordingly,Customer agrees
that injunctive or other equitable relief shall be appropriate in the event of any breach by Customer of any part or parts of this Section
IV,in addition to such other remedies as may be available at law,in equity or otherwise. Notwithstanding anything in this Section
IV to the contrary,the Customer shall not be liable or responsible for the disclosure of information if disclosure is required by any
other applicable law or court order
V.INDEMNIFICATION
Unless otherwise prohibited by law,Customer agrees to indemnify,hold harmless,and defend Company,its parents,
subsidiaries and affiliates and their respective officers,directors,employees,contractors,agents and other representatives
("Company's Related Parties")from and against any legal or administrative actions,claim,liability,penalty,fine,assessment,
lawsuit,litigation,or other loss,expense,or damage,including costs and reasonable attorneys'fees(collectively"Liability")arising
out of or relating to Customer's or any of Customer's Related Parties'actual or alleged(i)breach of any provision of this Agreement
or(ii)violation of any law,rule,or regulation governing access,use,and/or disclosure or redisclosure of Plan Sponsor Data.
Nothing in this paragraph shall require Customer to indemnify,hold harmless,or defend Company or any of Company's Related
Parties for acts or omissions that,independent of any acts or omissions of Customer or any of Customer's Related Parties,give rise to
Liability.
VI.TERM AND TERMINATION
The term of this Agreement shall commence on the Effective Date and,unless otherwise terminated pursuant to this
Section VI,continue until the termination or expiration of the administrative services agreement between Company and Customer
(the"Agreement Term"). Either party may terminate the license and this Agreement at any time for any reason upon one hundred
twenty(120)days written notice to the other party. The license and this Agreement shall terminate automatically and without notice
if and when any aspect of Customer's relationship with Company or any of its affiliates,successors or assigns terminates or otherwise
changes in a material way. The provisions of Sections III,IV,V,and VII shall survive expiration or termination of this Agreement.
VII.FEES
Customer hereby agrees to pay Company the fees(the"Fee")for access to and use of the Licensed Software which are set
forth on Exhibit"A"attached hereto. The Fees are subject to change by Company upon thirty(30)days prior written notice to
Customer. Customer shall pay the Fees to Company within thirty(30)days of the date of the applicable invoice from Company.
VIII.GOVERNING LAW
Deleted by agreement of the parties.
IX,NOTICE
All notices,requests,consents and other communications to any party shall be in writing and shall be delivered in person,
or by registered or certified mail with return receipt,or by reputable courier service(e.g.,Federal Express):
if to Customer,to:
Name: City of Fort Worth
Address 1: 1000 Throclanorton
Address 2:
City,State Zip: Fort Worth,TX 76102
if to Company,to:
Aetna Informatics
151 Farmington Avenue,RSAA
Hartford,CT 06156
Attn:Head,Data Warehouse Operations
with a copy to:
Aetna Informatics
151 Farmington Avenue,RSAA
Hartford,CT 06156 OFFICIAL RECORD
Attn:Head,Data Warehouse Operations Support
CITY SECRETARY
or such other address as such party may hereafter specify by notice to the other parties. FT. WORTH, TX
X.COUNTERPARTS
This Agreement may be signed and executed in any number of counterparts,each of which shall be an original,with the
same effect as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF,the parties by their duly authorized representatives have hereto executed this Agreement.
IN WITNESS WHEREOF,and intending to be legally bound hereby,each party hereto warrants and represents that this Agreement
has been duly authorized by all necessary corporate action and that this Agreement has been duly executed by and constitutes a valid
and binding agreement of that party.All signed copies of this Agreement will be deemed originals. Signed signature pages may be
transmitted by facsimile or e-mail,and any such signature shall have the same legal effect as an original signature.
Customer Name: City of Fort Worth Aetna Life Insurance Company
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By: By: ir
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Name(print): ��(� ''s l((Vlt'� Name(print):Kathe P.Fox
Title: ks 61fi 4 Gk 08-a KC Title:VP,INFORMATICS
Date: Date:
APPROVED A[ CI
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- AND LEGALITY,
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W C fL ' E' ,J. Kayser, City Secre :r
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EXHIBIT"A"
Fees
Check the box that applies to the Licensed Software selected.
❑Standard Licensed Software Selected;No Fees Apply
X e.PSM Level C Preformatted Reports
(Optional Add On)
Pricing:
$10,500 per year<7,500 employees.
$15,500 per year 7,500 to 9,999 employees.
$20,500 per year 10,000 to 49,999 employees.
$31,000 per year 50,000 or more employees.
Cost includes up to two users at one Customer location.
Access for a single consultant available at an additional cost of$5,200 payable by Customer(Consultant to sign Data Sofivare
License Agreement for Consultants).Note:The annual cost for the e.PSM`Level C Preformatted Reports is provided at no additional
cost to the City of Fort Worth and their consultant.The annual cost of these reports will be paid internally by Aetna's Underwriting
Department.
Number of Authorized Users:
Customer: 0 to 2 users:02
Consultant: 0 or 1 consultant:01
❑Enhanced e.PSM Level C Preformatted Reports
(Optional Add On)
Pricing:
$39,000 per year.
National Accounts:3,000-10,000 employees.
Middle Market:2,000-3,000 employees.
Cost includes up to two users at one Customer location.
Cost includes 250 hours of consultative resources.
Number of Authorized Users:
Customer: 0 to 2 users:
❑Aetna Health Information AdvantageT"I-Gold Ad Hoc Query
(Optional Add On)
Pricing:
$31,000 per year<10,000 employees
$51,500 per year 10,000 or more employees
Cost includes up to two users at one Customer location.
Access for a single consultant available at an additional cost of$5,200 payable by Customer(Consultant to sign Data Software
License Agreement for Consultants).
Number of Authorized Users:
Customer: 0 to 2 users:_
Consultant: 0 or I consultant: