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HomeMy WebLinkAboutHR13-088 - Original - Worksite Wellness, LLC - Master Services Agreement - 02/27/2013 f Master Services Agreement THIS AGREEMENT,effective as of final signing date,is made by aid on behalf of their selves and affiliates,between CITY OF KENT WORKSITE WELLNESS,LLC 220 4`h Ave S 16700 NE 79`F Street Kent,WA 98032 AND Suite 204 Redmond WA98052 A Municipal Entity organized under the laws A Corporation organized under the laws of the of the State of Washineton State of Washington CITY OF KENT is herein after referred to as the"CLIENT";and WORKSITE WELLNESS,I.I.C.Is herein after referred to as"Worksite Wellness". WITNESSETH WHEREAS,CLIENT desires to have Worksite Wellness provide Internet Based Well-Being Management Application,Consulting Services, Coaching Services,Brometncs Testing and CLIENT Website and Communication Materials for all current employees of CLIENT during the initial and subsequent terms of this Agreement. WHEREAS,Worksite Wellness shall provide comprehensive assistance to CLIENT's employees,who have needs and concerns regarding overall Well-Being and Preventive Health and Wellness NOW,THEREFORE,the parties hereto agree as follows Article 1 DEFINITIONS 1 1 "CLIENT"meansentire group of employees across all business locations of CLIENT under this Agreement 1.2 "Employee"means all benefit eligible current employees of CLIENT All spouses/domestic partners/dependents eligible for Worksite Wellness products and services are also included In this definition 13 "Application"means Worksite Wellness'Internet Based Well-Being Management Application L4 "Services"means the services covered under this Agreement and as described in any applicable Statement of Work('SOW") Article 2.SERVICES AND PAYMENT TERMS All services and payment terms and conditions will beset forth in the Statement of Work,hereto attached as Exhibit A Article 3.CONFIDENTIAL INFORMATION. 3.1 Confidential Information Defined "Confidential Information"means any oral,written,graphic or machine-readable information relating to CLIENT or its business,including,but not limited to,information regarding the business,research,technical data,products,services, current or future plans for products or services,customers and potential customers,markets and marketing,finances,employees(including employee compensation),patents,patent applications,developments,soFtware,inventions,discoveries,designs and drawings,formulae, regulatory information,clinical data and analyses,protocols,reagents,cell Imes,biological materials,scientific or medical reports,processes, business plans,and agreements with third parties,provided,however,that notwithstanding the above,Confidential Information shall not include information that Worksite Wellness can demonstrate by competent written proof (Q was in the public domain atthe time It was disclosed or has entered the public domain through no fault of Worksite Wellness, (i[) was known to WORKSITE WELLNESS,without restriction,at the time of disclosure,as demonstrated by WORKSITE WELLNESS's files in existence at the time of disclosure,or (ul) is disclosed with the prlorwritten approval of Client This Section 3 1 shall not restrict WORKSITE WELLNES5 from disclosing Confidential Information that is required to be disclosed pursuant to an order or requirement of a court,administrative agency,or other governmental body,provided,however,that WORKSITE WELLNESS shall provide prompt notice of such court order or requirements to CLIENT to enable CLIENT the opportunity to seek a protective order or otherwise prevent or restrict such disclosure 3.2 Nondisclosure of Confidential Information. WORKSITE WELLNESS agrees not to use any Confidential Information that has been disclosed to WORKS17E WELLNESS for WORKSITE WELLNE55's own use or for any purpose other than to carry out discussions concerning,and Master Services Agreement Confidential-Page 1 the undertaking of,the Seances being provided under this Agreement WORKSITE WELLNESS shall not disclose or permit disclosure of any Confidential Information to any third party(except employees of WORKSITE WELLNESS subject to the conditions below) WORKSITE WELLNESS agrees that it has taken and shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than WORKSITE WELLNESS Such measures Include,but are not limited to,the highest degree of care that WORKSITE WELLNESS utilizes to protect WORKSITE WELLNESS's own Confidential Information of a similar nature which shall be no less than reasonable care Any employee of WORKS17E WELLNESS who is given access to any such Confidential Information must have a legitimate"need to know"and shall be similarly bound in writing WORKSITE WELLNESS further agrees to notify CLIENT in writing of any actual or suspected misuse,misappropriation or disclosure of the Confidential Information,which may come to WORKSITE WELLNESS's attention WORKSITE WELLNESS represents that it has not breached and will not breach any agreement to keep in confidence proprietary Information,knowledge or data acquired by WORKSITE WELLNESS in confidence or trust prior to the commencement of performmgthe Services for CLIENT,and WORKSITE WELLNESS represents that it has not and will not disclose to CLIENT,or Induce CLIENTto use,any Inventions,confidential or proprietary information or material belonging to any other party. The provisions of this Paragraph shall survive the expiration or termination of this Agreement. 33 Protected Personal Information Defined. As used in this Agreement,Protected Personal Information shall Include any identifying information about an Individual person and shall include,but not be limited to the following the first and last name of any individual person, the physical address,past office box address,and e-mail address of any individual person,the telephone number,facsimile number,and cell phone number of any individual person,the social security number,tax identification number,employee Identification number,driver's license number or state-Issued Identification card number of any individual person,the employer of any individual person 34 Protected Health information Defined As used in this Agreement,Protected Health Information shall include and have the same meaning as that term is defined aid used by the Health insurance Portability and Accountability Act of 1996(HPAA)and any amendments and regulations promulgated thereto. 3 5 Information Privacy,LeRal Compliance. Worksite Wellness and the Client will comply with all applicable state and federal laws and regulations regarding the privacy,security and confidentiality of Protected Personal Information and Protected Health Information,including the receipt,storage,processing,use and transmission of such information,while perrormmg under this Agreement,including but not limited to the Employee Retirement Income Security Act of 1974(ERISA),the Health Insurance Portability and Accountability Act of 1996(HIPAA),the American with Disabilities Act(ADA),and ail amendments and regulations thereto,and all applicable state security breach notification laws. 36 Use of Information and Data Client's information and data is proprietary to Client Participant's personal information and health information is private and confidential Except as required or allowed by applicable law,Worksite Wellness will not disclose to any affiliate, agent,subcontractor or third party any Protected Personal Information or Protected Health Information or other data that is identifiable to Client or any Participants.To the extent permitted by law,Client shall perm t Worksite wellness to use data obtained from Client and Participants to prepare statistical analyses,provided that Worksite wellness will not reveal information identifiable to any person and that such data is only In de-identified,aggregate form. Worksite Wellness shall be responsible for ensuring that its re-use of de-identified Client or Participant data conforms to federal and state laws and regulations regarding privacy,security and confidentiality of protected personal and protected health information Worksite Wel mess shall promptly report to the Client and,as required bylaw to any Participants,any violations,use and/or disclosure of information and any loss,breach or theft of Protected Persona, Information and Protected Health Information Article4 TERM ANOTERMINATION 4_1 Term' The initial term of this Agreement shall be effective on final day of signing,and shall expire three years from same date Unless there is a delay attributed to Worksrte Wellness,billing of PEPM(Per Employee,Per Month)shall start upon the launch of the online service and coaching Rates shall remain in effect for the initial term of the agreemen-unless mutually agreed to in advance and in writing by both parties Any subsequent changes in rates shall be mutually agreed to in advance and in writing by both parties pnorto commencement of a new term 4.2 Default (a)A default shall occur hereunder If either party fails to perform arty material provision of this Agreement(including timely payment of any sums due hereunder)and such failure continues for a pan ad of thirty(30)days after such party's receipt of written notice from the other party specifying such fa lure to perform (b)Upon the occurrence of any default and at any time thereafter dunng which the default remains unremedied,the non-defaulting party shall have the right to terminate this Agreement In addition,if CLIENT is the defaulting party and Worksite Wellness exercises its right to terminate this Agreement,all sums then due up unti the date of termination will be owed (c) No express or implied waiver by either party of any default shall constitute a waiver of any other or further default by the other party or a waiver of any of the non-defaulting party's rights (d) Worksite Wellness agrees that any assurances and/or performance standards promised under this Agreement shall be met.Failure to meet any or all of these promises for two(2(or more consecutive months shall be considered a breach of agreement on part of Worksrte Wellness Article S GENERAL PROVISIONS r Confidential-Page 2 Master Services Ag Bement PrMa op f Records_Worksite Wellness shall take all appropriate steps to establish and maintain adequate procedures to ensure the confidentiality and privacy of all information pertaining to any Employee,whether or not such records and information are kept by it Such records and information shall not be disclosed or released to anyone without written authorization signed bythe Employee,except when the disclosure of such information is required by applicable law or is made in response to a compulsory legal process such as a court order If the foregoing occurs, Worksite Wellness will promptly notify Client of such request,to enable Client the opportunity to seek a protective order or otherwise prevent Or restrict such disclosure Cooperation To the extent that CLIENT is required or requested by federal or state agencies,courts of law,or other entities to submit information, or make any disclosure to Employees regarding the Services,Worksite Wellness shall furnish to CLIENT promptly and without charge any and all information necessary to so report and disclose,and CLIENT shall be entitled to rely upon the fairness,accuracy,and completeness of any information so furnished by Worksite Wellness 5_1 Worksite Wellness Literature, Worksite Wellness accepts full responsibility for the content of all Worksite Wellness literature distributed to Employees except for information furnished to Worksite Wellness by CLIENT CLIENT shall review and approve in advance all such literature that involves CLIENT 52 Intellectual Property (a) Worksne Wellness shall not use the CLIENT's name,trademarks,or logos,or that of any affiliated company,in any advertising or promotional material,or otherwise,including,but not limited to,any Worksne Wellness literature distributed to Employees,without prior written CLIENT approval (b) CLIENT shall not use Worksite Wellness'name,trademarks,or logos,or that of any affiliated company,in any advertising or promotional material. Worksne Wellness is and shall remain the sole and exclusive owner of(i)all written materials and Information distributed by Worksite Wellness, (n)Worksite Wellness'websne and all portions thereof,including without limitation all intellectual property rights therein,III)all information appearing on W Drksite Wellness'websne(except to the extent such Information is specifically identified as belonging to a thud party)and(w)all intellectual property related thereto(collectively,the"Worksite Wellness Products") For the avoidance of coubt,any and all Client and Client Employee information will remain the sole and exclusive property of Client and/or Employee even if information is included in Workste Wellness' databases, Notwithstanding the foregong,Worksite Weliness'Products are and shall remain the sole and exclusive property of Worksite Wellness,whether they are separate or combined with any other property or materials CLIENT acknowledges Worksite Wellness'exclusive ownership of the Worksite Wellness Products CLIENT shall take no action that could interfere with or diminish Worksne Wellness'right,titfe,and Interest in the Workste Wellness Products,Worksite Wellness'rights under this subsection shall include,but shall not be limited to (i)all copies of the Workste Wellness Products,in whole and in part,(n)all intellectual property rights In the Worksite Wellness Products,and(in)all modifications to,and derivative works based upon the Worksite W'edness Products CLIENT shall place or maintain any copyright,trademark and similar notices specified by Worksite wellness on any Worksite Wellness Products in CLIENT's possession 5_3 Limitation of Liability Client acknowledges that in all cases,information provided to Employees by Worksite Wellness coaches about health and wellness referrals, Including but not limited to information about a particular information agency,resource organization or facility is not an expressed or implied endorsement of that particular organization by Worksite Wellness The information on,and description of,any organization outside of Worksite Weliness has been provided to Worksite Wellness by the organization Worksne Wellness makes reasonable effort to ensure tre accuracy of the information provided to Employees,howaver Worksite Wellness cannot and expressiy does not guarantee,warrant or attest to its accuracy The final decision about any preventative health or wellness arrangement must he and shall be made by the Employee.Moreover,the quality and appropriateness of a particular preventative health or wellness arrangement must be solely determined and monitored by Employees themselves Limit of liability and Term of service as accepted by Employees upon creation of on-hne profile can be viewed at hops//demo mywellmetncs coin/tos aspx The relationship between Worksite Wellness and Referee is that of independent third party entities Worksite Wellness,its clients,agents,and affiliates are not agents,Merl or affiliates of any Referee Referees are solely responsible to CLIENT and its Employees for any and all services that they may provide to CLIENT and its Employees Worksite Wellness makes no warranties,express or implied,of any kind with respect to the Services While Worksite Wellness makes every effort to ensure the accuracy of information or the appropriateness of any referral provided to Employees,Worksite Wellness does not and cannot guarantee such accuracy or appropriateness The decision must be made only by the Employees themselves Neither Worksite Wellness nor CLIENT shall be hab'e for the negligence or wrongful acts or omissions or Referees. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,WORKSITE WELLNESS SHALL IN NO EVENT BE LIABLE FOR ANY LOST REVENUE,PROFIT,OR INDIRECT,SPECIAL,CONSEQUENTIAL,INCIDENTAL OR PUNITIVE DAMAGES SUFFEREC BY CLIENT OR ANY THIRD PARTY AS A RESULT OF THE PROVISION OF SERVICES UNDER THIS AGREEMENT. FURTHERMORE,BUT EXPRESSLY EXCLUDING THE FOLLOWING PARAGRAPH, WORKSITE WELLNESS'TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE MONTHLY FEES PAID TO WORKSITE WELLNESS UNDER THIS AGREEMENT Worksite Wellness shall Indemnify,hold harmless,and defend the CLIENT,its directors,officers,and Employees against and from any and all claims,suits,losses,damages,settlements,costs,judgments,fines,and expenses(including,but not limited to,attorneys'tees)relating to any claim arising out of or in anyway attributable to the performance of the Services,herein agreed to,including,but not limited to,any unauthorized disclosures of any records or information made or approved by Worksite Wellness,its agents or Employees If the CLIENT becomes aware of such Master Services Agreement Confidential•Page 3 ciai ms,it shall promptly notify Worksite Wellness of any lawsuit involving any such claims. The CLIENT shall provide Worksite Wellness with reasonable and appropriate information and assistance for such defense at Worksite Weliness'expense CLIENT agrees to indemnify Worksite Wellness from and against any and all costs and expenses incurred by Worksite Wellness,including reasonable attorney's fees,in defending any and all claims by CLIENT and other third parties,including governmental units,arising,solely,out of Client and/or Employees actions 5.4 Governing Law Severabrh . This Agreement shall be governed by and construed according to the laws of the State of Washington regardless of any conflict of laws provisions If a dispute arises under this Agreement,it shall be heard in either a state or federal court in Washington in the Seattle area without regard to conflict of laws provisions thereof if any provision of this Agreement Is found by a court of competent jurisdiction to be unenforceable,that provision shall be severed and the remainder of this Agreement shall continue in full force and effect Article 6 RETENTION AND AUDIT OF INFORMATION,BOOKS AND RECORDS 6.1 Retention Worksite Wellness shall maintain and preserve information concerning Employees and relating to information requests,referrals and complaints and/or grievances for a period of at least one(1)year from the date of termination of this Agreement Atthe end of the retention period,Worksite Wellness shall request CLIENT'S approval before disposing of retained m'o-mation If CLIENT refuses to approve disposal, Worksite Wellness may deliver all retained information excluding Employee names to CLIENT at CLIENT's expense ¢_2 Audit CLIENT shall have the right to audit the Worksite Wellness records concerning the Employees excluding Employees names during regular business hours at CLIENT's expense with prior notice to Worksite Wellness Article 7. NOTICES Any notices required or permitted to be sent hereunder shall be in writing and shall be addressed as follows and shall be delivered either by personal delivery or by the U S mall,facsimile,or email Niclticesto CITY OFKENT. Notices to Wdfksifte Wellness,LLC Address 2204 Ave Address 16700NE79 St Kent,WA 98032 Suite 204 Redmond WA 98052 Attn Becky Fowler,Benefits Manager Attn Darren White,CEO All notices shall be effective upon receipt,or upon such later date following receipt as is set forth in the notice Either party may,by written notice to the other,change the representative or the address to which such notices are to be sent Article8. ENTIRE AGREEMENT AND MODIFICATIONS The Agreement constitutes the entire agreement between the parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof No waiver,alteration,amendment or modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly autnonzed representatives of the parties Article 9 WAIVER OF BREACH Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision Article 10 EMPLOYEE INTEREST Worksite Wellness representsto CLIENT(a)that Worksite Wellness has not offered or given and shall not offer or give, directly or Indirectly,anything of value to any Employee of any customer which Is a part of CLIENT or any representative of CLIENT with a view to securing this Agreement or obtaining favorable treatment with respect to the performance of this Agreement,and(b)that,to the best of Worksrte Wellness'knowledge,no such Employee or representative has any direct or indirect interest in Workste wellness or its affiliates,provided that the foregoing shall not be applicable to the merest of such Employee or representatives of CLIENT arising out of(1)the holding of securities In a publicly- held corporation amounting to less than five percent(5%)of any class of outstanding securities of such corporation,or(2)ary interest of such Employee or representative of CLIENT as a holder of any rights relating to a patent where such Interest has been previously disclosed to CLIENT If either such representation is untrue,CLIENT shall have the right to declare this Agreement null and void or to terminate it,to sue for damages and to take such other action as may be provided by law If Worksite Wellness obtains knowledge at any tme that any such Employee or representative of CLIENT has a direct or indirect interess in Worksite Wellness or its affiliates,it shall immediately inform CLIENT of such fact Articlell.INSURANCE Worksite Wellness shall maintain,at its sole cost and expense,a valid policy of insurance evidencing commercial general liability and professional liability coverage of not less than$1,000,000 per occurrence and$3,000,000 in the aggregate covering the negligent acts or omissions of Worksite Wellness team,agents or subcontractors in connection with the provision of Services under this Agreement Worksite Wellness shall provide a certificate of Insurance evidencing such coverage upon request by the Client Worksite Wellness shall also maintain any statutorily required worker's compensation Insurance for all of its Lean providing Services to the Client under this Agreement Articlel2. MISCELLANEOUS 12 1 Captions/Headings are for convenience only Master Services Agr eement Confidential-Page 4 12.2 Nothing contained herein shall be construed as creating a Partnership,joint venture,or the like between the parties IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed by their respective representatives whereunto duly authorized as of the day and year first above written CITY OF KENT: r orW ksite Welln ss,LLC: t By. By Name �6 �e-- �A7_ �/- Name barren White Title. Title CEO Date. t Date I Z Master Services Agreement Confidential-Page 5 Exhibit A Statement of Work This Statement of Work Number(this"SOW")Is entered into as of the SOW Effective Date and is governed by the terms of the Master Services Agreement referenced above(the"MSA") Terms used herein and not defined will have the meaning set forth in the MSA In the event of any conflict between this SOW and the terms of the MSA,the terms of the MSA will govern 1 Description of Services&Deliverables.Worksrte Wellness will provide the following Services and furnish the following Debverables 1.1 Design and Implementation of Health Management Program • Provide CITY OF KENT custom-branded evidenced-based Wellness Initiative that is specifically designed to engage the employee population,to stimulate sustainable behavior change and to provide Client with aggregate data about the health and productivity of its workforce + Provide ongoing consulting services to review and optimize the Wellness Initiative,keeping Client current on best- practices Health and Wellness strategies and maintaining Client's leadership position in health,productivity and employee engagement + Assignment of Account Manager and Program Architect to Client The team will be designated to guide implementation,deliver status reports and to oversee the Wellness Initiative • Implementation Meeting with Client's Wellness team to perform complete discovery of current resources that can be integrated This meeting will result in a blues for Client's Wellness Initiative • Calendar of Challenges/Health Focus Initiatives Worksrte Wellness will implement wellness/social/environmental challenges throughout the year on regular basis(timing to be decided upon with Client—examples include monthly, quarterly,etc) Worksrte Wellness will provide sample challenges for Chent to choose from Final edits(up to 2 rounds allotted)to sample challenges will need to be provided 14 days prior to the challenge launch Custom Challenges fup to 5 per year),in which Worksite Wellness writes and designs content,maybe requested with 45 days notice prior to each challenge launch date Additional design work is available and a quote will be provided upon request • Marketing support for initial launch to include pdfs of posters,flyers,and emads Other collateral maybe included upon request 12 Online Wellness Product Suite Provide CITY OF KENT-branded version of the Online Wellness Product Suite to Client. This Includes the following Well-Being Assessment including the following Life Areas Actualization,Emotional,Physical, Capacity for Change,Work and Health Risk • My Results,including all well-being content • My Plan,including goal setting and tracking features • Mylournal,including private and secure lcurnaling • Community forums and peer-to-peer support features • Mobile versions of goal setting and tracking features • Company and Peer-to-Peer Challenge features • Targeted communication features • Aggregate employer reporting features and related"dashboard"functionality,including Executive Summary,Health, Productivity and Well-Being and Detail sections • incentive management system and required data interfaces with Client's designated benefit administrator partners to fulfill the incentive awards Completion of milestones will be determined by Worksrte Wellness in its sole and reasonable discretion 1.3 Health Screenings Annual onsite biometric testing with optional integrated Wellness Fair at mutually agreed to locations These tests include,Active Lifestyle Heart Rate,Blood Pressure,Body Composition and/or BMI,Glucose,and Blood HOL/LDL/Total Cholesterot/Triglycerides Any other testing requests made by the client maybe included for an additional charge • All onsite bicmetnc testing includes a comprehensive teachable moment by Worksrte Wellnesstramed and certified professionals Onsite Wellness Coordinator to manage persons testing with unusually high results • Online scheduling functionality to project and manage screening participation • Home based biometric test kits where relevant These kits are ordered online through the wellness product suite. Kits will test for blood Cholesterol panel and glucose Biometric screening data to be uploaded into the online wellness product suite for aggregate reports 14 Wellness Coaching Support • Unlimited inbound employee access to certified health coach via telephone or secure web portal. • Personal challenges or program recommendations from coach to participant as appropriate Master Services Agreement 0 Confidential-Page 6 • Promotion of coaching services through relevant challenges,resources,and communications,to the exclusion of challenges to contact a coach for points 1.5 Ongoing Account Management • Periodic reports throughout the year that will review assessment and biometrics data(if applicable)and participation data Reports will guide decisions on making any necessary or recommended changes to program design, • Periodic targeted communications to drive various initiatives and challenges throughout the year • Updates to eligibility and access to platform Worksrte Wellness can receive update files once per month to add or terminate employees from the platform OR can tram certain Client stakeholders on how to add or terminate from the platform 1.6 Fitllnxx Activity Devices Individual or bulk fulfillment of devices. • Challenges designed to promote usage • Ongoing user support • Battery replacement support 17 Optional Additional Services Worksite Wellness will partner with you to create your ideal wellness program If you have requests that are not yet outlined in this statement of work,Worksite Wellness will provide a quote for your request Examples may include fulfillment of activity devices other titan FitUnxx,language translation,fulfillment of incentive prizes,data integration projects, additional branding needs,etc 2. Schedule for Implementation ° ''- 'Services/ ;it+' Description Timeline Implementation Meeting Initial Discovery performed with Cl ent's Wellness team designed Within 30 days of contract signing to develop implementation strategy First review of Client branded Review of Client's branded online wellness suite with Client's Within 60 days of contract signing Wellness Initiative custom con`igurations Final review of Client branded Final coordination to review Client's branded Wellness Initiative Prior to Program launch Wellness Initiative including online services,biometrics,workshops(if applicable) and overall campaign Invitab0ns to employees Invitation for employees to join online wellness suite and Prior to Program Launch complete HRA Dashboard and Program Review Review of Dashboard meters to determine focus for next 3 Within 45 days of completion of months Biometrics events and HRA 3 Payment. Worksite Wellnesswill invoice and Client will pay Worksite Wellnessfor Wellmetrics Online Platform a fixed feeof$3 50 per Eligible Employee per month("REP^A")as set forth in this SOW,AND for Health and Pe,formarce Coaching Services,a fixed fee of$145 PEPM as set forth in this SOW The Fixed Fees will be invoiced by Worksite Wellness monthly in advance based on number of eligible employees in on-line platform on 25'�day of the previous month In addition,Client may elect to make the Services available to spouses,domestic partners and dependents at the same monthly fixed rates per person I"PPPM") Spouse,domestic partner and dependent billable participation is defined as one who has created an on-Iine portal user ID Worksite Wellness will invoice monthly in advance based on number of PPPM participants in on-line platform on 25`°day of the previous month Billing will be reconciled with actual participation on a quarterly basis for all PEPM and PPPM participants Client will pay$50.00per onsite brometric screening of an Eligible Employee("Onsite Screening Fee")when performed at Client's request ("Onsite Screening") Thirty(30)days prior to an Onsite Screening,Worksrte Wellness will invoice Client for 50%of the Onsite Screening Fee, based on the number o€expected participating Eligible Employees for such Onsite Screening(tne expected number to be determined by Client and submitted via a Brometrc Service Order form or other written notice to Worksite Wellness)or 5091 of the$2,500 00 event minimum fee,whichever is greater("Deposit") Within one(1)day after completion of the Onsite Screening,Worksrte Wellness will invoice Client for the remaining Onsite Screening Fee based on the greater of (a)actual number of Eligible Emp oyees that participated,(b)80%of expected participation(as of the Deposit billing date),or(c)the$2500 event minimum,in each case,less the Deposit amount Split shifts are treated as separate events and all above stipulations apply Events must beat least 4 hours in length Client will reimburse Worksite Wellness for all reasonable,actual travel expenses for one Worksite Wellness representative travel to Client's site for each Onsite Screening event Reasonable scale will be based on current GSA standards as will daily per diem for Worksite Wellness representative These expenses will he invoiced immediately following the event Biometrics events rescheduled or canceled within 31 days prior to event will incur administrative fees Events rescheduled or canceled 14 to 30 days prior to an event will incur a fee of 50%of projected participation or site minimum as well as any direct,non-refundable travel expenses already incurred Events rescheduled or canceled less than 14 days prior to even`day will incur a fee of 100%of projected participation or site minimum,as well as any direct,non-refundable travel expenses already incurred Minor service change requested within 30 days of event will incur a$250 administrative fee per change requested. Minor changes include time change,increase in number of screenings,or change of location within same metro area Date changes or decreases in health screening services are not permitted with 30 Master Services Agreement Confidential - Page 7 S g days of event Minor changes requested within 30 days of an event cannot be guaranteed Any change requests must be made submitted in the form of Worksite Wellness Eve^t Change Form and submitted by email for fax to Biometrics Coordinator Client will pay$55 DO for each home test kit screening ordered Client and when shipped by Worksite Wellness Worksite Wellness will invoice Client monthly in arrears,based on the number of test kits actually shipped in the immediately preceding month Client shall pay a one-time setup fee equal to 2 months of PEPM("Set Up Fee")or$2,500.00,whichever is greater The Set-up Fee will be invoiced by Worksrte Wellness upon the signing of this agreement and will be based on number of eligible employees and projected dependents to be included In program Worksite Wellness is not entitled to payment based upon billable hours or on any basis other than as setforth herein Client will pay each undisputed invoice within thirty(30)days following receipt from Worksrte Wellness. x' Billing Information Billing Address 22D4"Ave S,Kent,WA 98032' Accou nts+Payable email bfowler@kentwagov Accounts Payable phone 253-856-5290 Also send invoices to(email) Number of eligible employees Est 602 Number of projected dependents 100 The Fees will be paid to WorksRe Wellness as follows - d"�.+.s.:;.«,,�ifk. �^x,:tljtr9�yq;, • ,._ , ,Ili 3" -�.�� 'or,�i,� ��n i WellMetncs online platform $3 50 PEPM Reoccurring Monthly Spouse/DP at$3 50 PPPM Health Coaching $145 PEPM Reoccurring Monthly Spouse/DP at$145 PPPM Set-up Fee 2 Months PEPM or$2,500 Onetime (whichever is greater) Onsite BiometncFee(see full explanation of fees $50 00 Per Screened Participant Annual event above) Results based management(if desired in future) $SO PEPM After first year if program has results based incentives Onsite Brometnc Travel Expenses No Charge Physn-ion Fax Form $1 e0 per farm receivee I. arrears each month Home Test Kit Fee $55 00 Per Home Kit Ordered Monthly per Biometrics event schedule Fill Activity Device• $40 00 Per Unit Per unit ordered Fitlinxx Remote Access Point" 7SO 00 Per Unit Fitlinxx Workgroup Access Point 10000 Per Unit Ell Actilink USB" 22.00 Per Unit ordered Activity Device Credit $750 00 Once per contract Pricing on Activity Devices Suite will be held at pricing in above table for 6 months after date of final agreement signing Updated pricing will be based on current Worksite Wellness retail pricing and available upon request 4 Worksite Wellness Remit To Address. All payments made to Worksite Well nesswili be made to the address set forth In this SOW unless otherwise indicated here 5 Contact Persons. In all matters affecting Worksite Welineses performance under this SOW,the parties will deal with each other only through the contact persons listed above Either party may change its contact person by providing written notice to the other 6 Performance Guarantees. Worksite Weliness's failure to achieve a Performance Standard constitutes a "Performance Standard Default" Time Performance Guarantee payable for each Performance Standard Default is set out in each Performance Standard below. The Performance Guarantee is a percentage of fees("fees at risk")payable by Client to Worksite Wellness under Exhibit A(Statement of Work ov Master Services Agreement Confidential - Page 8 g � 1 s11,for the period in which the Performance Standard Default occurred for which the Performance Guarantee is payable Fees at Risk for each Performance Guarantee is detailed in the Performance Standard specified in this section To calculate the total Performance Guarantee due to Client for the applicable period,the amounts calculated for each Performance Guarantee earned with respect to performance in such period,as further described above,will be totaled and such arrount will be credited to Client on the next monthly invoice Worksrte Wellness will notify Client if Client becomes entitled to a Performance Guarantee Performance Guaraitees will be calculated and reported as detailed in the Performance Standards below If Worksite Wellness fails to meet any 3 of the performance guarantees outlined below at one time,Client may elect to terminate this agreement without penalty Amount Management Number of quesirons Total r of Quarterly Client Satisfaction answered with a 8 or Satisfaction 80% 1 Numbe % higher Questions( 0 Svrve Y Parbcipont Satisfaction End user Number of responses Total number of Net Promoter 80% 1% satisfaction with 8 Or higher responses Score Health Coaching Guarantee that a minimum of 32 people will participate Worksrte in coaching program Health Coaching Wellress 32 in Year 1 If $7990 00 Participation 32 Participants 700 Eligible Uves lifestyle engagement fads to (-5%) coaching report Participants meet that level,WIN will refund S250 per person under that level Number of individuals Number of who contacted individuals who coach with a health or Contacted a coach Worksrte Health Coaching productivity concern Wellness Engagement AND completed at with a health or lifestyle 60% 1% least 6 coaching productivity concern coaching report sessions.owa rd a long AND set a long term term goal OR goal or otherwise completed a program initiated a program Risk Factors, Number of Systolic blood individuals who pressure m Number of individuals n acte wide a coach Diastolic blood who contacted a with a health or Worksrte pressure Health Coaching coach with a nealth or producnmty concern Wellness HDL Risk Reduction Productivity concern AND completed at lifestyle 50% yceLDL 1% AND decreased at leasTnglcende least one risk factor sessions n toward coaching report Total cholesterol sessons toward a (see risk factors long term Foal OR Fasting glucose l defined in comments) Pregnancy completed Smoking program BM or WHtft Physical Activity Master Services Agreement Confidential - Page 9 IN WITNE55 WHEREOF,the parties hereto have executed this SOW as of the SOW Effective pate, CITY OF KENT• Work e`Well en ss,LL Name. 00 Name Darren White Title AA o { _ Title CEO j Date 7 Date 2- / rvice A Confidential- Pa a 10 Master Se s Agreement g g A�E' CERTIFICATE OF LIABILITY INSURANCE 2,8/2013"'°�""" 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(has)must be endorsed s 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 Grelert Insurance,Inc ONTACT NAME 7304 10th St SE #B-101 PNONE FqC Nd Lake Stevens WA 98258 EMAIL ADD INSURERrin AFFORDING COVERAGE NAICS Phone 425-334-7577 Fax 425-377-2858 INSURERA USRISK HC INSURED WORKSITE WELLNESS, LLC INSURER 16700 NE 79TH ST SUITE 204 INSURER Redmond WA 98052 INSURER INSURER E INSURER F COVERAGES CERTIFICATE NUMBER REVIS ION 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 NOTWTHSTANDING 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 TYPE OFINSUMNCE ANaRL aR PODCYEFF POLICY EXP POLICY NUMBER MNIDDIYYYY -.%C YYYY WRS GENERALUABILITY EACHOCCURRENCE i 1 WC W0 COMMERCIAL GENERAL LIABILT/ —OAMA PREMISES(Eear i s en $ A CLAWS-0WOE COCCUR MEDEXP(Any"reaan) 3 EB00 A692712390JAT 9W12 9/9113 PERSONAL SADVINJURY $ I'mwo IX o GENERALAGGREGATE S 2,000000 GEN L AGGREGATE LIMITAPPLIES PER PRODUCTS-COMPIOP AGO $ Q,=con POLICY F7"' 71 LGC $ AUTO MOBILE LIABILITY Me aca-COMBI DSINGLE LIMIT ANY AUTO GODLY INJURY lPar person) S w ALL OV,NED SCHEDULED BODILY INJURY(Per®dare) $ AUTO_ AUTOS HIRED AUTOS AUTOS�E0 PPera�dern) GE E $ UNeRELU LWS OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE i DEO I I RETENTIONS $ YFORNEIi$COMPENSATION MIC STA7LL OTH- ANDEMPLOYEReIAINUTY YIN ER ANY PROPRIETOWPARTNERIEXECU`rIVE❑ MIA EL EACH ACCIDENT $ OFFICE"EMBER EXCLUOED9 (Nendnory In NHl EL DISEASE EAEMPLOYE $ rc yyeese deco tie under OESLRPTION OF OPERATIONS Wine, EL DISEASE POLICY LIRA" $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remedm Schedule,If man apace IF squired) RE OPERATIONS OF THE NAMED INSURED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF KENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 FOURTH AVENUE SOUTH ACCORDANCE WITH THE POUCY PROVISIONS KENT WA 98032 AUTHOW DRW nsENTATIVE ®'1988-2010 A 0 D CORPORATION All rights reserved ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Becky Fowler Phone (Originator): 5290 Date Sent: 07/20/2013 Date Required: ASAP Return Signed Document to: Becky Fowler CONTRACT TERMINATION DATE: New VENDOR NAME: Worksite Wellness DATE OF COUNCIL APPROVAL: 01/15/2013 Brief Explanation of Document: Three year Worksite Wellness contract for implement l�7f CEfvEel ess 3. G program. Program will begin on May 1, 201 FEB 2 7 2013 City of Kent pffice of the MaYOr All Contracts Must- Be Routed Through The Law Department (This area tabe`corI the Law Department) Received: FEB 2 7 2013 ' Approval of Law Dept.: �� Law Dept. Comments: KENT LAW DEFT 1k aim 1 n Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: RECEIVED Recommendations and Comments: FEB 2 8 2013 Disposition: 2/Z711-3 4� �OpfL_ CITY OF KENT ',„/ �L- CITY CLERK Date Returned: T� �f d