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Contract 46573
CITY sECRETARI-f CONTRACT NO, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH(the "City"), a home rule municipal corporation of the State of Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Viverae, Inc. ("Contractor"), acting by and through Robyne Gaudreau its duly authorized Chief Financial Officer. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Response to Request for Proposal/Best and Final 3. Exhibit B—Statement of Health and Wellness Services 4. Exhibit C—Compensation Schedule 5. Exhibit D—Definitions All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents,the terms and conditions of this Professional Services Agreement shall control. City and Contractor are each individually referred to herein as a "party" and collectively referred to as the "parties." The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. GENERAL 1.1 Contractor hereby agrees to provide the City, in accordance with appropriate professional standards, a full range of health and wellness services, as outlined in Exhibit "A", including any attachments thereto, all of which are hereby made part of this Agreement for all purposes. Exhibit "A" constitutes, at least in part, a proposal presented by Contractor to the City prior to the Effective Date of this Agreement, as hereafter defined. 1.2 City and Contractor both recognize and acknowledge the professional nature of this Agreement. Being cognizant that issues of interpretation and performance will inevitably arise, both parties agree to consult with each other and covenant to negotiate in the utmost good faith in order to ensure performance of this Agreement without hindrance. 1.3 Services under this Agreement will be provided at Contractor current facilities, at a subcontractor's facilities (if the subcontractor and the facilities are approved in writing by the City prior to such services being provided), and at such City facilities and other locations as may be mutually agreed to in writing by Contractor and City. M M M 2. AGREEMENT TERM M 0 2.1 The initial term of the Agreement will be two (2) years and shall commence on the Launch v Date ("Effective Date") and shall expire two years from the Launch Date, unless terminated earlier in accordance with the provisions of this Agreement. 0 cs� r-J. 2.2 City shall have the sole right to renew this Agreement for three (3) additional one-year terms. If City desires to exercise an option to renew, City shall notify Contr. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX intention to renew at least 60 days prior to the end of the then-current term. Compensation to be paid during the first two option terms shall be the same as that provided for in the Initial Term. 3. INVOICING AND COMPENSATION 3.1 The Parties agree the Schedule for Compensation as shown in the attached Exhibit "B is acceptable as the compensation to be paid to Contractor for specified services provided to the City during the initial contract period and the subsequent option periods, if exercised by the City. The parties acknowledge that additional services provided by Contractor to the City may become desirable and agree to conduct negotiations on such additional services in good faith to arrive at mutually agreeable terms for such additional services with respect to performance and compensation. Any additional services will be reflected by a separate agreement or by a written amendment to this Agreement signed by the parties. 3.2 In the event of a disputed or contested billing, only the portion so contested will be withheld from payment, and the undisputed portion will be paid. The City will exercise reasonableness in contesting any bill or portion thereof. Payments not received within thirty(30) days of the applicable due date will accumulate interest, until paid, at the rate of one and one-half percent (1 1/2%) per month on the unpaid balance, equal to an annual percentage rate of eighteen percent (18%), or the maximum rate permitted by applicable law, whichever is less. If Client's account is more than 90 days past due, in addition to other rights and remedies it may have, Viverae, without liability to Client, reserves the right to suspend Services until the past due undisputed amount is paid in full provided that advanced notice is given to Client. 4. RECORDS AND RECORDS MANAGEMENT 4.1 Contractor will adhere to and follow the governing guidelines as they pertain to the protection and use of collected data (personal/health/medical information). City may, to the extent permissible under applicable law, obtain electronic copies of such records solely for its internal purposes at no additional cost to the City. 4.2 Upon termination or expiration of this Agreement and as permitted by law, Contractor agrees to provide City (or its designated third party) with biometric results obtained in providing services under the Agreement. Contractor may keep copies thereof at its sole copying expense, or may subsequently request copies thereof from the City and shall reimburse the City at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 4.3 It is recognized that biometric results or additional health/medical records, as applicable, utilized by Contractor in the performance of this Agreement, regardless of form or medium of storage ("New Records") shall be and remain the property of Contractor and shall not be moved or transferred from Contractor except in accordance with applicable law and Contractor policies as set forth in this Agreement or as otherwise approved in advance and in writing by the City. Upon expiration or termination of this Agreement, Contractor shall retain the originals of all "New Records" in its possession, and City shall, to the extent permissible by applicable law, have the right to receive copies at no additional cost to the City. 4.4 Contractor shall store and maintain such reports and records in a manner that is in compliance with the law. Contractor shall treat as strictly confidential all reports and records provided by the City and shall not release any such reports or records, or any portion of their contents, to third parties without the City's advance written consent. Contractor shall not copy or reproduce any such records or reports, unless (i) the City has provided advance written consent and(ii) such reproduction is otherwise permitted under applicable law. 4.5 Contractor agrees that no records covered by the terms of this Agreement will be altered or destroyed unless (i) the City has provided express written authorization and (ii) destruction of such records is otherwise permitted under applicable law. City recognizes that such records will, from time to time, cease to have administrative, financial, and/or legal value to either City or Contractor and City and Contractor agree to utilize appropriate records retention and destruction schedules for the purpose of lawful and efficient records management. 4.6 Contractor will exercise appropriate care to preserve necessary and useful records generated during the term of this Agreement. Contractor will timely notify City concerning any change to any system or process change involving the management, use, storage, and retention of such records generated during the term of this Agreement to the extent it is likely to impact City legally, or financially as a direct result of the modification in order to allow the City to ascertain if any issues or consequences, legal, financial nature. City and Contractor agree to negotiate in good faith to address any such issues and consequences in a manner equitable to both parties and consistent with the purposes of this Agreement. 4.7 All reports and records provided to Contractor by the City shall remain the sole property of the City. Contractor shall treat as strictly confidential all reports and records provided by the City and shall not release any such reports or records, or any portion of their contents, to third parties without the City's advance written consent. Contractor shall not copy or reproduce any such records or reports, unless (i) the City has provided advance written consent and (ii) such reproduction is otherwise permitted under applicable law. 5. MINOTY BUS PuINESS ENTERPRISE (MBE)PARTICIPATION 5.1 A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the Minority/Women Owned Business Enterprise (MlWBE) Office, in accordance with the Business Diversity Enterprise (BDE) Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. 6. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA") 6.1 Compliance In the conduct of performing their obligations under this Agreement, the parties shall comply in all material aspects with all applicable federal, state and local laws and regulations, including,without limitation, the Health Insurance Portability and Accountability Act of 1996 and any associated administrative regulations (collectively, "HIPAA"). Each Party agrees to abide by the policies and procedures applicable to the relationship created hereunder for the privacy and security of Protected Health Information; as such term is defined in HIPAA. Contractor agrees not to use or further disclose Protected Health Information other than as permitted or required by this Agreement or as required by law. Contractor will assume the responsibility as a business associate in accordance with HIPAA as it relates to the City, acting on behalf of its health plan as a Covered Entity. In addition, Contractor shall: 6.1.1 Use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. 6.1.2 Mitigate,to the extent practicable, any harmful effect that is known to Contractor of the use or disclosure of Protected Health Information by Contractor in violation of the requirements of this Agreement. 6.1.3 Report to the City any use or disclosure of the Protected Health Information not provided for by this Agreement. 6.1.4 Ensure that any agent, including a subcontractor, to whom Contractor provides Protected Health Information received from, or created or received by Contractor on behalf of the City, agrees to the same restrictions and conditions that apply through this Agreement to Contractor with respect to such information. 6.1.5 Make internal practices, books, and records, including policies and procedures and Protected Health Information received from, or created or received by Contractor on behalf of the City available to the Secretary of the Department of Health and Human Services or his or her designee ("Secretary"), in a time and manner designated by the Secretary to determine Contractor compliance with HIPAA. 6.1.6 Provide access, at the request of the City, and in the time and manner designated by the City, to Protected Health Information in a Designated Record Set, to the City or, as directed by the City, to an individual in order to meet the requirements under 45 CFR 164.524. 6.1.7 Make any amendment(s) to Protected Health Information in a Designated Record Set that the City directs or agrees to pursuant to 45 CFR 164.526 at the request of the City or an individual, and in the time and manner designated by the City. 6.1.8 Document such disclosures of Protected Health Information and information related to such disclosures as would be required for the City to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. 6.1.9 Provide to the City or an individual, in time and manner designated by the City, information collected in accordance with Section 4 of this Agreement, to permit the City to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. 6.1.10 Use Protected Health Information to report violations of law to appropriate federal and state authorities consistent with HIPAA. 6.2 Permitted Uses and Disclosures by Contractor Except as otherwise limited in this Agreement, Contractor may use or disclose Protected Health Information on behalf of, or to provide services to, the City for the proper management and administration by Contractor or to carry out the legal responsibilities of Contractor. 6.3 Obligations of the City The City shall inform Contractor of Privacy Practices and Restrictions by: 6.3.1 Providing Contractor with the notice of privacy practices that the City produces for Occupational Health and Safety. 6.3.2 Providing Contractor with any changes in, or revocation of, permission by individual to use or disclose Protected Health Information, if such changes affect Contractor permitted or required uses and disclosures. 6.3.3 Providing notification to Contractor of any restriction to the use or disclosure of Protected Health Information that the City has agreed to in accordance with 45 CFR 164.522. The City shall not make requests for reports or information that would violate the Minimum Necessary Rule. 6.4 Termination for material breach of HIPAA by Contractor Upon the City's knowledge of a material breach by Contractor the City shall either: 6.4.1 Provide an opportunity for Contractor to cure the breach or end the violation and terminate the Agreement if Contractor does not cure the breach or end the violation, within thirty (30) days of receipt of the notice; 6.4.2 Immediately terminate this Agreement if Contractor has breached a material term of the HIPAA requirements of this Agreement and a cure is not possible; or 6.4.3 If neither termination nor cure is feasible, the City shall report the violation to the Secretary. 6.5 Effect of Termination 6.5.1 Except as provided in Section 4, upon termination of this Agreement, for any reason, Contractor shall return or destroy all Protected Health Information received from the City, or created or received by Contractor on behalf of the City. This Provision shall also apply to Protected Health Information that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the Protected Health Information as described in this paragraph. 6.5.2 In the event that Contractor determines that returning or destroying the Protected Health Information is infeasible, Contractor shall provide to the City notification of the conditions that make return or destruction infeasible. Contractor shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Protected Health Information. 6.6 Miscellaneous 6.6.1 The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the City to comply with requirements of HIPAA. 6.6.2 Any ambiguity in this Agreement shall be resolved to permit Contractor to comply with the Privacy Rule of HIPAA. 7. TERMINATION 7.1 Written Notice The City or Contractor may terminate this Agreement at any time, with or without cause, by providing the other party with 90 days' advanced written notice of termination. Upon the receipt of any such notice, Contractor shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement 7.2 Non-appropriation of Funds In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 7.3 Duties and Obligations of the Parties following Termination In the event that this Agreement is terminated prior to the expiration of the then current term, Contractor shall, to the extent permissible by applicable law, provide the City with copies of all completed or partially completed documents prepared under this Agreement at no additional cost to the City. City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. The City also shall pay Contractor for services actually performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by Contractor documenting the performance of such work. CONTRACTOR SHALL NOT BE ENTITLED TO ANY LOST OR ANTICIPATED PROFITS SHOULD THE CITY ELECT TO TERMINATE THIS AGREEMENT. 8. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 8.1 Disclosure of Conflicts Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to services to be performed under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 8.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Furthermore, any logos, designs, domain names, or other works created under this Agreement are the intellectual property of Viverae and Viverae retains any and all rights to such intellectual property. Notwithstanding the foregoing, Viverae does not claim any right or title to Client's name or registered marks. Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultant's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be responsible or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 8.3 Unauthorized Access. Consultant 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. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 9. RIGHT TO AUDIT Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine, to the extent permissible by applicable law and to the extent reasonable and necessary, at reasonable times any directly pertinent books, papers, documents and records of Contractor related to a suspicion of a breach of material obligations under this Agreement at no additional cost to the City provided that the City shall be solely responsible for the costs and expenses of such audit. The City agrees that such audit shall be conducted remotely to the extent feasible otherwise Contractor agrees to provide access during normal working hours to the extent it does not disrupt or otherwise interfere with Contractor business. The City shall give Contractor a minimum ten (10) business days advanced written notice of an intended audit outlining the purpose of the audit and records to which the City is requesting access. Contractor further agrees to include in all its future subcontractor agreements directly related to the services performed under this Agreement a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine, to the extent permissible by applicable law and to the extent reasonable and necessary, at reasonable times any directly pertinent books, papers, documents and records of Contractor related to a suspicion of a breach of material obligations under this Agreement at no additional cost to the City provided that the City shall be solely responsible for the costs and expenses of such audit. The City agrees that such audit shall be conducted remotely to the extent feasible otherwise Subcontractor agrees to provide access during normal working hours to the extent it does not disrupt or otherwise interfere with subcontractor business. The City shall give Subcontractor a minimum ten (10) business days advanced written notice of an intended audit outlining the purpose of the audit and records to which the City is requesting access. 10. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate hereunder as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor 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, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor its officers, agents, employees, servants, contractors and subcontractors. NOTHING HEREIN SHALL BE CONSTRUED AS THE CREATION OF A PARTNERSHIP OR JOINT ENTERPRISE BETWEEN CITY AND CONTRACTOR. 11. LIABILITY AND INDEMNIFICATION 11.1 LIABILITY - CONTRACTOR 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, ACTUALLY INCURRED, TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. NOTWITHSTANDING THE FOREGOING, THE PARTIES SHALL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2. INDEMNIFICATION -CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS OR LIABILITIES WHICH MAYBE ASSERTED AGAINST THEM BY THIRD PARTIES WHICH ARE DETERMINED TO HAVE ARISEN OUT OF THE TORTIOUS ACTS OR OMISSIONS OF VIVERAE BY CONTRACTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IN PROVIDING SERVICES UNDER THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARA TIVEL YIN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF THE STATE OF TEXAS. 11.3. INTELLECTUAL PROPERTY INFRINGEMENT - CONTRACTOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST THE 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 (TO THE EXTENT USED EXCLUSIVELY BY THE CITY FOR PURPOSES OF THIS AGREEMENT), IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF THE CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS CONTRACTOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST THE CITY PURSUANT TO THIS SECTION H, CONTRACTOR 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 THE CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH CONTRACTOR 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 THE CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, THE 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, CONSULTANT SHALL FULLY PARTICIPATE AND COOPERATE WITH THE CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE CONTRACTOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, THE CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE CONTRACTOR'S DUTY TO INDEMNIFY THE 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, CONSULTANT 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 CONTRACTOR, TERMINATE THIS AGREEMENT„ SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW PROVIDED THAT THE SOFTWARE WAS NECESSARY FOR THE PROVISION OF SERVICES. CONTRACTOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 13 OF THIS AGREEMENT. 12. ASSIGNMENT Contractor shall not assign any of its duties, obligations or rights under this Agreement without the express prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the date of assignment. 13. INSURANCE 13.1 Prior to commencement of any work pursuant to this Agreement, Contractor shall provide the City's Wellness Division and Risk Management Division with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect. 13.2 The City reserves the right to review the insurance requirements of this section during the effective period of the Agreement and any extension or renewal hereof, and to modify insurance coverage and limits when deemed necessary and prudent by the City's Risk Manager based upon changes in statutory law, court decisions, or circumstances surrounding this Agreement, but in no instance will the City allow modification whereupon the City may incur increased risk. 13.3 Contractor's financial integrity is of interest to the City; therefore, subject to Contractor's right to maintain reasonable deductibles, Contractor shall obtain and maintain in full force and effect for the duration of the Agreement, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, except Technology and Professional Liability, which may be written on a claims-made basis. All insurance required under this Agreement must be written by a company that is authorized and admitted to do business in the State of Texas and that is rated A-VII or better by A.M. Best Company or similar rating acceptable to the City. Coverage shall be written in the following types and amounts: 13.3.1 Workers' Compensation—Statutory Employers' Liability- $500,000 /$500,000/$500,000 13.3.2 Commercial General (Public) Liability Insurance to include the following types of coverage: Premises/Operations, Independent contractors, Products/Completed Operations, Personal Injury, and Contractual Liability. (Combined Single Limit for Bodily Injury and Property Damage $1,000,000 per Occurrence and $2,000,000 Aggregate) 13.3.3 Automobile Liability for Owned/Leased vehicles, Non-Owned vehicles, and Hired Vehicles (Combined Single Limit for Bodily Injury and Property Damage $1,000,000 per accident) 13.3.4 Commercial Umbrella -$1,000,000 per occurrence $1,000,000 Aggregate 13.3.5 Cyber Liability- $1,000,000 per Claim, $1,000,000 Aggregate 13.4 For coverage underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the Effective Date of the Agreement and the certificate of insurance shall state the coverage is claims-made and indicate the retroactive date. 13.5 All required insurance shall be maintained for the duration of the Agreement and for five (5) years following completion of the service provided under the Agreement. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 13.6 City shall be entitled, upon request and without expense, to receive proof of insurance 13.7 Contractor agrees that with respect to the above-required insurance, all insurance contracts and Certificate(s)of Insurance will contain the following required provisions: 13.7.1 With the exception of Workers' Compensation and Professional Liability policies, name the City and its officers, employees, officials, agents, and volunteers as additional insureds in respect to operations and activities of, or on behalf of, the named insured performed under the Agreement with the City. 13.7.2 An endorsement stating that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insured retention carried by the City for liability arising out of operations under the Agreement with the City. 13.7.3 Contractor's Workers' Compensation and Employers' Liability policy will provide a waiver of subrogation in favor of the City. 13.8 Contractor shall notify the City in the event of any notice of cancellation, non-renewal or material change in coverage and shall give such notices not less than thirty(30) days prior to the change, or ten (10) days' notice for cancellation due to nonpayment of premiums, which notice must be accompanied by a replacement Certificate of Insurance. All notices shall be given to the City at the following address: City of Fort Worth Attn: Vicki Tieszen, Human Resources Manager Wellness Division 1000 Throckmorton Street Fort Worth, Texas 76102 A copy must also be sent to the City's Risk Manager at the same address. 13.9 If Contractor fails to maintain the aforementioned insurance, or fails to secure and maintain the aforementioned endorsements,the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; however, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure such endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or the right to withhold any payment(s) that become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 13.10 Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of the work covered under this Agreement. 13.11 Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 14. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS In fulfilling its obligations under this Agreement, Contractor, its officers, agents, servants, employees, and subcontractors, agree to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 15. NON-DISCRIMINATION COVENANT Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor its personal representatives, assignees, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. This Agreement is made and entered into with reference specifically to the provisions in the City Code of the City of Fort Worth prohibiting discrimination in employment practices, and Contractor hereby covenants and agrees that Contractor, its officers, agents, servants, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Contractor, its officers, agents, servants,employees, or subcontractors. 16. TERMS SPECIFIC TO CONTRACTOR HEALTH AND WELLNESS SERVICES 16.1 Reporting. Viverae shall provide Client with relevant reporting regarding Services as specified in the Service Specifications. Unless otherwise specified or unless reporting available on- demand by Client, reporting shall be provided at the end of the Program Year. Standard reporting is included in the fees set forth in Exhibit B. Client may request additional custom reports and if Viverae is able to provide such reports, additional fees may apply and shall be agreed by the parties in writing in advance of the production of same. Client agrees that any reports requested by Client which require the provision of member Protected Health Information ("PHI"), will only be provided if necessary for the administration of the Plan. Client agrees that such report shall only be provided to the individual authorized by the Plan Sponsor to administer the health plan and Client acknowledges that the Plan has been amended to allow for access to Client employee PHI. Viverae may request that Client provide a copy of the"Certification by Plan Sponsor to Group Health Plan. 16.2 Implementation and Provision of Data. The process of preparing to deliver Services under this Agreement is referred to as the "Implementation" process. Client shall designate an "Implementation Coordinator" to work with the designated Viverae Implementation Specialist during the Implementation process. The "Implementation Period" is the period between the Effective Date of the Agreement and the "Launch Date" for Services and is specified in the Billing and Payment Schedule attached hereto as Exhibit B. The Launch Date for Services is the date on which Eligible Members may first access, use, or enroll in Services, and is set forth in Exhibit B. During the Implementation Period and as otherwise required under the Agreement, Client shall timely provide to Viverae all data and other information (i.e. census files) requested and reasonably necessary for the performance of Services as well as coordinate with third party vendors for the provision of data of Client if applicable. 16.3 Census Eligibility File. Client understands that a Census Eligibility File containing the required data on all Eligible Members is necessary for the performance of Services and agrees to the following: 16.3.1 Client will provide the Census Eligibility file in accordance with Viverae's Census Eligibility Management Specifications no later than forty-nine (49) days prior to the earlier of the first scheduled Screening Event or the Launch Date. 16.3.2 Client is responsible for identifying and notifying Viverae of all persons who are Eligible Members (as defined in Exhibit B of the Agreement) in file format in accordance with the census specifications document and client business requirements document (both of which must be signed off by the Client annually). Client understands that Viverae will only load files which strictly comply with the terms of the aforementioned documents and all other files will be deemed "unloadable". Services will be available to all persons included on the Census Eligibility File and Client will be responsible for payment for all members provided on the Census Eligibility File and all members on the Census Eligibility File shall be considered Eligible Members. Viverae Services are only available to Eligible Members that are at least eighteen (18) years of age and Client agrees that it will not include anyone under the age of eighteen. 16.3.3 Client agrees that, upon request, Client will verify the eligibility status of any person seeking Services and, if deemed eligible, provide the same data as is required for the Census Eligibility File. All Participants shall be Eligible Members of Client. 16.4 Viverae Consent Form. Eligible Members who desire to become Participants shall sign the Viverae Consent to Participate Form. Notwithstanding the foregoing, participation in the Viverae Program or acceptance of Services in any manner is deemed consent to participate. Client shall ensure that all necessary or required consents or authorizations (other than the Viverae Consent to Participate)are obtained from Eligible Members at its own expense. 16.5 Incentives. Client may provide a financial incentive reward that encourages Eligible Members or Eligible Spouses to become Participants. Viverae shall support Client in determining which Participants are eligible to receive the incentive reward and Client agrees to provide Viverae with the incentive reward requirements at least forty-five (45)days prior to the Launch Date. Client shall be solely responsible for the actual administration of the incentive reward. Viverae will present Client with a standard Incentive Design that is in compliance with the law applicable to the Incentive Design. If Client modifies or alters Viverae's standard Incentive Design in any manner, regardless of whether perceived to be material or immaterial, Client expressly waives any and all claims of any type against Viverae related, either directly or indirectly, to offering an incentive or the Incentive Design. Client affirms that any Incentive Design that requires the satisfaction of a Health Status Factor is intended to comply with all applicable Federal, State and/or Local rules or regulations, including but not limited to any and all applicable privacy statutes and/or statutes related to the use of lawful products or engaging in lawful conduct. Client agrees that it shall rely solely on advice of its own counsel with respect to the legality of incentive reward, the administration of the reward, and without limitation laws applicable to employment, disability or discrimination law, and the program and expressly waives any and all claims against Viverae arising from any alleged or actual non-compliance with applicable rules and laws associated with such. Furthermore, Client shall rely solely on the advice of its counsel in making a determination of whether or not the selected services are subject to ERISA. Client waives any and all claims of any type against Viverae related to any data or information received by Viverae from any third party that Client requests to be included by Viverae in any reports used by Client or in data files sent to any other party (at the request of Client) for incentive fulfillment or to support payment or distribution of incentive rewards of any kind or type, for claims analytics, or for Disease Management. 16.6 Communications to Eligible Members. Viverae will provide Client with template communication materials which can be edited by Client. Client shall be responsible for the edited language. 16.7 Client Facilities. For Services where use of Client facilities is required, Client agrees to provide suitable facilities in a setting that will enable Viverae to safely and, as appropriate, confidentially provide Services to Eligible Members. This shall include, without limitation, the provision of meeting room space, tables, chairs, utilities, and Guest Wi-Fi access if available. At no time will Viverae need access to Client's Ethernet or similar landline network. 18. SOLICITATION OF EMPLOYEES Neither the City nor Contractor 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. 19. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 20. NO WAIVER The failure of the City or Contractor 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 the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 21. GOVERNING LAW/VENUE This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of 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. 22. 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. 23. FORCE MAJEURE If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests or restraints; civil disturbances; explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 24. HEADINGS NOT CONTROLLu:G Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 25. 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 Agreement or exhibits hereto. 26. AMENDMENTS / MODIFICATIONS/EXTENSIONS No extension, modification, or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument that is executed by both parties. 27. ASSIGNMENT-DELEGATION No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party.. 28. ENTIRETY OF AGREEMENT This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, 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. 29. SIGNATURE AUTHORITY Each person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of his/her respective party, and further warrants that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of ,2015. CITY OF FORT WORTH NAME OF CONTRACTOR 1 Assistant City Manager Date: q- - Date: APPROVED AS TO FORM AND LEGALITY: rev)Xo Assistant City Attorneya, 0 d°°°O°°° w ATTEST: �° ° vs o� s Mary Kayse $q City Secretaryb°°° °pOo°° SkA"S CONTRACT AUTHORIZATION: M&C: Date Approved: 3 I OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A Scope of Services Scope of Services to include the following: 1. Data analytics to include medical and pharmacy claims, and current wellness program outcomes; 2. Physician (physical)biometric data collection; 3. Tobacco Affidavit and Tobacco Cessation Program data collection; 4. Health Risk Assessment (HRA); 5. Preventive screening data collection; 6. Customized interventions Client has selected the following Services. The fees for selected Services are listed in the Billing and Payment Schedule. Any modifications or adjustments to the Standard reports,programs,materials,or other deliverables shall be subject to additional fees including but not limited to an hourly rate of$125 per hour for time estimated to accommodate the Client requested custornization.Any additional fees subject to the prior written approval of Client. "Standard"shall be defined as provision of Services and other deliverables in the manner,frequency,and format that is customary for Viverae in the normal course and scope of its business.Products or Services not expressly listed in Attachments A and/or B are not included. MyViverae: • MyViverae gives clients flexibility to create a wellness program design that matches their goals. Clients may choose from program elements including Health Profile,Care,Education,Activities and Outcomes. Members can access program resources and track their progress with MyViverae. Includes Tobacco Cessation and the Tobacco Affidavit if selected. • Incentive Design:points-based design developed with guided flexibility. • Online Portal Access which includes Member Portal,Employer Portal,and Mobile Access. • Unlimited inbound access to Member Services. • Support from Client Services team: o Program checkup/status calls o Annual program planning o Census file:self-managed or Viverae-managed through census file feeds(fees may apply) • Online Member Health Assessment.. • Program resources available to members may include questionnaires,online targeted programs,online courses and online health webinars. • Members have the ability to indicate a language preference for English or Spanish within MyViverae in select areas. Additional fees apply to have challenges,events and program design translated into Spanish. • Reports included: o Member Log-In,Participation,Engagement Activity and Challenge Participation Summaries available through the Employer Portal of MyViverae. o Post Assessment Report("PAR"), o Cohort Population Summary-an annual report that compares a group of members,a cohort population,between consecutive years. This cohort population must have completed a Member Health Assessment,a biometric screening and also generated a Health Score in consecutive years. Year 2 and beyond. o Incentive Report-provided once at the end of the Program Year and identifies which participants have qualified for the incentive with a points or yes/no file. o These reports may change to support additional functionality. • Communications: o Clients receive a Launch Toolkit • Standard • Talking Points,Senior Management Letter,Coming Soon/Re-launch Flyer,CEO Letter, Program Video,Program FAQ,Preventive Care,Alternative Screening,Easy as 1-2-3,New Hire,Mid-year Reminder,Learning Library Enhancer Communications included as applicable • Biometric Screening Overview,Biometric Screening FAQ,Biometric Screening Video, Employer Challenges,Peer Challenges,Coaching Overview,Coaching FAQ,Coaching Teaser, Coaching Video,Tobacco Cessation,Chronic Condition Management Overview,Chronic Condition Management FAQ,Chronic Condition Management Privacy,Chronic Condition Management Video o Clients receive one(1)Custom URL for tern of the Agreement o Clients receive one(1)Custom Wellness Logo for term of the Agreement o Add-on communication pieces • Program specific communications not offered with a program design may be purchased o Custom communications Custom communications will be scoped as requested by clients and billed at an hourly rate. • Three(3)rounds of revisions included for custom work. o Viverae reserves the right to update as new features are introduced. MyViverae ENHANCERS App& Device Integration • Members with select applications and devices("Third Party Applications")will be able to sync within MyViverae. Applications and devices that can be supported by MyViverae subject to change at any time. Notice will be provided to Client. • Client and Client members are subject to any warranties,terms,and terms of use specified by the manufacturer or supplier of the select devices and Viverae is not responsible for any product defects or resulting damage. • Viverae is not responsible for the discontinuance,malfunction,or other failure of a Third Party Application. Phvsician Lab Forms • Forms containing member biometric data which is sent directly to Viverae from the member or third party authorized by the Member. Form will be provided by Viverae. • Client is responsible for ensuring that all values required for a Health Score will be provided to Viverae including height, weight,waist circumference,and blood pressure. • Forms must be signed by the health care provider and/or laboratory before Viverae can accept the Physician Lab Form. Screening Data Import • Current biometric screening data can be imported into MyViverae from third parties. • Client is responsible for ensuring that all values required for a Health Score will be provided to Viverae. • Import via file feed in Viverae standard format and billed on a per source per feed basis. Additional fees apply for custom format. Historical Screening Data File -Biometric screening data can be imported from previous vendors into MyViverae. •1 plan year= 1 file feed(multiple years cannot be accommodated in 1 file feed). -Import via file feed in Viverae standard format and billed on a per source per feed basis. Additional fees apply for custom format. Claims Integration • Using medical and pharmaceutical claims data,Claims Integration demonstrates the correlations between lifestyle, biometrics,and medical services utilization,to show program impact on cost,health service utilization and health conditions management. • Only available to self-funded clients with a minimum 500 health plan enrolled employees. Claims Integration is not available to Clients with less than 500 health plan enrolled Eligible Members. • Any third-party costs associated with the acquisition of claims data will be the sole responsibility of the Client. • Includes set up for one(1)carrier group(defined as one medical and one pharmaceutical)with up to one feed per month. Additional fees for additional carrier groups or change within existing carrier group. • Includes set up for one(1)carrier group(1 medical and 1 phannaceutical). Additional fees for additional carrier groups or change to new carrier group. Paper MHA • Viverae Member Health Assessment form available in paper format for participant completion. • Only available at on-site events. Telephonic MHA • Viverae Member Health Assessment available telephonically for participant completion. Additional Products starting in Program Year 2 Coaching If • Unlimited inbound access to the Viverae Health Center and team of Health Professionals during normal business hours (7am-7:30pin M-Th CST and 7am-6pm Fridays CST). The Health Center is not open on holidays. • Electronic or telephonic outreach to members. Up to four outreach attempts for high risk Full Participants,two outreach attempts for moderate risk Full Participants,and one outreach attempt for low risk Full Participants. Low Risk is a Health Score greater than 80;Moderate Risk is a Health Score between70-79.9,and High Risk-is a Health Score of 69.9 and below. On-Site Biometric Screenines • Collection of blood sample through finger stick or venipuncture. • Lipid Profile(including total cholesterol,HDL,LDL,triglycerides,and cardiac risk ratio);glucose test;blood pressure test; body mass index;waist circumference;height and weight.Subject to testing restrictions in certain states. • Finger stick screenings will include on-site consultation.Venipuncture screenings will not include on-site consultation. • Additional tests may be purchased for an additional fee. • Events greater than 8 hours will be increased to 75 participant minimum • Online,telephonic and paper sign-ups available. <More than 500 only> • Online and telephonic sign-ups available.<Fewer than 500> • Client will be responsible for the difference in the per participant cost resulting from use of third party vendors requested by Client. • Screening pricing is valid for one year and Viverae reserves the right to increase rates on an annual basis. Price increases will be capped at 10%of the previous year's fees. EXHIBIT B Billing and Payment Schedule PRO_GWi,M COMPONENTS DETAILS RATE Launch Date May 1,2015 n/a Implementation Period 3/30/15-511115 n/a Eligible Member Definition All employees and retirees. n/a Estimated Eligible Member 8,613 Eligible Employee Members n/a Count PRODUCTS DETAILS RATE —Rate Per employee Eligible Member per month MyViverae -$1,350 monthly minimum bill $1.95 -Billed and payable one month in advance Coaching 11(starting in Program —Rate Per employee Eligible Member per month —$750 monthly minimum bill $2.40 Year 2� -Billed and payable one month in advance App&Device Integration -See Exhibit A Waived Screening Data Import -Rate per feed per source $1,000 Additional fees ifoutside Yiverae standardformat Historical Screening Import -Rate per feed per source $1,000 -Additional fees if outside of Yiverae standard format -Rate per Participant for On-Site: -On-Site Screenings are post-billed on a weekly basis based on the greater e: (a)Actual participation (b) 85%of the expected participation(based on the Screening Plan)or On-Site Biometric Screenings (c)thirty-five(35)Participants per Screening Event $59.95 (starting in Program Year 2) -Travel and Expenses—INCLUDED—subject to terms ofthis Agreement -Participant minimum increased to 75 for events that are greater than 8 hours. -Additional fees may apply to additional tests outside of the standard biometrics or for any additional tests conducted by Local Draw Station for complete biometric results such as but not limited to Direct LDL tests. Claims Integration -Monthly ongoing fee $1,100 -One time ser-up fee of$5,000 per carrier group ' Paper MHA(also referred to as Waived HRA) Rate perform Telephonic MHA(also referred to as HRA) Rate per call Waived Physician Lab Form -Rate perform $10.95 AMOUNTFEE DETAILS Set-Up Fee -Due upon contract signing One-time payment $3,500 -Due upon contract signing -Includes first month's PEPM Fees based on 8,613 Eligible Members at contract signing. First Month Program Fee Appliedduringfirstyear ofservice $16,79535 —Second month's payment due on the I"of the month following the Launch Date. Subsequent payments will be adjusted based current Census Eligibility File F-DATE AC40RDO CERTIFICATE OF LIABILITY INSURANCE4/1/2015 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Certificates NAME: The PLEXUS Groupe LLC PHONE (847)307-6100 M No:(847)307-6199 21805 Field Parkway, Suite 300 ADDRE :certificates@plexusgroupe.com INSURERS AFFORDING COVERAGE NAIC# Deer Park IL 60010 INSURERA:Travelers Indemnity Company of 25666 INSURED INSURER B:Phoenix Insurance Company Viverae, Inc. INSURERC:Travelers Casualty Insurance 19046 10670 N. Central Expwy, Suite 700 INSURERD:Landmark American Insurance INSURER E: Dallas TX 75231 INSURER F: COVERAGES CERTIFICATENUMBER:14-15 GL,AL,Wc,UMB, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR EFF POLICY EXP TYPE OF INSURANCE ADDL B POLICY NUMBER MPOLICY D/YYYY MM/DD//YYYY LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREM SESOEa occurrence $ 300,000 A CLAIMS-MADE ®OCCUR X Y 660-4847A166 0/1/2014 0/1/2015 MED EXP(Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED -4847A166 10/1/2014 0/1/2015 BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X I RETENTION$ 10,00 UP-4847A166 0/1/2014 0/1/2015 $ C WORKERS COMPENSATION Y X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N JORY LIMITS ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? NIA g_4847A166 0/1/2014 0/1/2015 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1,000,000 D Errors 6 Omissions Liab LHb4824874 0/1/2019 0/1/2015 Limit Each Claim $3,000,000 Retention: $10,000 Aggregate $5,-000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: RFP 15-0026 Health and Wellness Services contract with the City of Fort Worth. City of Fort Worth and its officers, employees, officials, agents, and volunteers are additional insured regarding General Liability as required by written contract. General Liability Waiver of Subrogation and Primary 6 Non-Contributory status is provided in favor of the additional insureds as required by written contract. Workers Compensation Waiver of Subrogation is provided in favor of additional insureds as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Forth Worth ACCORDANCE WITH THE POLICY PROVISIONS. Wellness Division 1000 Throckmorton St. AUTHORIZED REPRESENTATIVE Fort Worth, TX 76102 W Fawcett III/KBAR ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INSn25(9mnnm m Tho Ar f1Rr)name and Innn am rnniafnrorl marker of Ar_f1Rr) M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas FaeTWORTH `"�'�_ CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 3/17/2015 DATE: 3/17/2015 REFERENCE NO.: """C-27225 LOG NAME: 14VIVERAE CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of a Contract with VIVERAE, INC., for Health and Wellness Services for the Human Resources Department in the Amount Up to $292,250.00 for the First Year (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a Contract with VIVERAE, INC. for health and wellness services for the Human Resources Department in the amount up to $292,250.00 for the First Year. DISCUSSION: The Human Resources Department will use this contract to purchase professional services for an expanded health and wellness program for City employees and retirees. The purpose of these services will be to lower health insurance and pharmacy spending, improve the quality of preventive care and increase engagement. These services will include Data Analytics (medical claims, pharmacy claims and biometrics) to drive the expansion of the wellness program toward targeted interventions, administration of the Tobacco Affidavit and Physician Biometric Form, Online Health Risk Questionnaire and a Tobacco Cessation Program. The Tobacco Affidavit, Tobacco Cessation Program and Physician Biometric Form are new requirements for eligibility of health insurance premium discounts in 2016. During the second year of this contract, additional services will be added to achieve a full program. In addition to the first year services ($292,250.00), the additional services will include customized interventions to include targeted outreach coaching and preventive care data management ($250,000.00). This will either be in partnership with the health plan administrator or as a carve out depending on the outcome of the current Request for Proposals (RFP). The contract terms with VIVERAE provide the City the flexibility to make that decision at the appropriate juncture. The total estimated cost for 2016 will be approximately$542,250.00. The proposed contract is for a two-year period with three, one-year renewal options. During the initial term, services would be provided for a total amount of$834,500.00 for the entire two-year term. Approval of this Mayor and Council Communication includes funding for this contract through the remainder of Fiscal Year 2015. The remaining funding for the initial term will be provided through future budget processes. Should the City choose to not fund the remainder of the initial term, the City shall have the right to cancel the contract. Using VIVERAE's health management program, the City anticipates achieving a 2.5 percent to 7 percent decrease in medical and prescription claims cost over the course of the contract. Based on the City's claims spend for 2014 of$86,018,489.08, this would be a potential savings of$2.1 million to $6 million. VIVERAE will support the City's effort to employ a physician engagement model designed to assist with mitigating increasing healthcare costs and improving employee productivity and health, wellness and care management. Engagement with a primary care physician is the lowest cost point of entry into the health care system and the first and foremost method of managing chronic disease and illness. http://apps.cfwnet.org/council packet/mc review.asp?ID=20863&councildate=3/17/2015 4/1/2015 M&U Review Page 2 of 3 A RFP was issued on November 19, 2014, with detailed specifications to provide health and wellness services. The evaluation factors included responsiveness to the RFP, understanding of the scope of services, flexibility to customize services for the City, qualifications of the firm and price of services. The proposals received were reviewed by an evaluation committee consisting of staff from the Human_Resources Department. The approved Fiscal Year 2015 budget includes funds for this contract through September 2015. An appropriation request for the remainder of calendar year 2015 will be included as part of the Fiscal Year 2016 budget process. The contract will include a standard fiscal funding out clause that would comply with state law requirements by allowing the City to terminate the Agreement without penalty, if in the future, the City Council elects not to appropriate funds for the contract to continue. PRICE ANALYSIS-The services provided under this contract are new to the Human Resources Department. Therefore, there is no direct relationship to allow comparison of current pricing to a previous contract. Staff reviewed the prices and determined the prices to be fair and reasonable. BID ADVERTISEMENT -This bid was advertised in the Fort Worth Star-Telearam from November 19, 2014 through December 18, 2014. Thirty-four vendors were solicited from the purchasing database; seventeen responses were received. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE office. In accordance with the M/WBE or SBE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount of up to$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council approval, the initial two-year term of this contract shall begin on April 1, 2015 and expire on March 31, 2017. RENEWAL OPTIONS -This contract may be renewed for up to three additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Group Health and Insurance Fund for the period through September 30, 2015. Upon execution of this contract, remaining funds will be $668,579.00. TO Fund/Account/Centers FROM Fund/Account/Centers FE85 534830 0148510 $185.000.00 Submitted for City Manager's Office by: Susan Alanis(8180) Originating Department Head: Brian Dickerson (7783) Vicki Tieszen (8556) Additional Information Contact: Margaret Wise (8058) http://apps.cfwnet.org/council_packet/mc review.asp?ID=20863&councildate=3/17/2015 4/1/2015