HomeMy WebLinkAboutHR13-088 - Other - Addendum - ADURO, Inc. (Formerly Worksite Wellness, LLC) - Citywide Wellness Program - 01/01/2016 eme
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was„,„oi o. Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Aduro (�(aYuLIJ,4 WfY- ,€ VW I iyye�`, LL }
Vendor Number: 556053
JD Edwards Number
Contract Number: �*J M , o( L-
This is assigned by City Clerk's Office
Project Name: Wellness Program Contract Extension
Description: ❑ Interlocal Agreement ❑ Change Order X Amendment ❑ Contract
❑ Other:
Contract Effective Date: 02/12/2015 Termination Date: 12/31/2015
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Becky Fowler Department: Human Resources
Contract Amount: $36,000
Approval Authority: ❑ Department Director X Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14 '
ADDENDUM TO ADURO CUSTOMER AGREEMENT
This ADDENDUM of the ADURO Customer Agreements_("Addendum)-is between ADURO,Inc. ("ADURO"), on the one hand, and
City of Kent and has an effective date of January 1, 2016 CAddendum Effective Date"). ADURO and City of Kent are referred to
individually as a"Party"and collectively as the"Parties,"as fhe case may be.
RECITALS
A. ADURO and City of Kent entered into an ADURO (formerly Worksite Wellness) Customer Agreement with an
effective date of February 2013(the '2013 Master Service Agreement").
B. Whereas Worksite Wellness LLC. reorganized as ADURO Inc. Reorganization occurred March 1s12013 The owners,
officers,and tax Identification numbers did remain the same.
C. City of Kent desires to extend the term and terms of the 2013 Master Service Agreement,
D. The Parties therefore agree as follows:
AGREEMENT
1. Term. This subsequent term of this Agreement shall be effective on January 1, 2016 and shall renew automatically
each year unless either party terminates the agreement. After the first year of the.agreement,either party may terminate the agreement
for any reason with 90 days advance notice. Unless there is a delay attributed to ADURO, 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 agreement 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 prior to commencement of a new term.ADURO will continue to process payments and answer inquiries
for an additional 90 days from the termination date.
2. Fees. The fee schedule in this addendum will replace the fee schedule in the February 2013 Master Service '..
Agreement.See Exhibit A for Fee Schedule.
3. Statement of Work: Service and Deliverables. Custom challenges, up to 10 per year, in which ADURO writes and
designs content, may be requested 45 days prior to each challenge launch date.
4. Authority. Each of the Patties signing below represent and warrant that they have the legal authority to enter into this
Consent and to bind the Party on whose behalf they are signing this Consent,
5. Miscellaneous. Except as provided in this Addendum, all of the terms and conditions of the 2013 Master Service
Agreement remain In full force and effect; however, if there Is a conflict between the terms of this Addendum and the 2013 Master
Customer Agreement,the terms of this Addendum will govern.This Consent and the previous 2013 Master Service Agreement together
constitute the entire agreement between the Parties with respect to the subject matter hereof and merge all prior and contemporaneous
communications regarding the same subject matter. They may not be further modified except by a written agreement dated
subsequent to the Addendum Effective Date and signed on behalf of each Party. This Addendum may be executed in counterparts,
each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronic transmission
of asigned counterpart of this Addendum will constitute due and sufficient delivery of such counterpart.
IN WITNESS WHEREOF, the Parties, intending to be legally bound thereby, have executed this Consent as of the signature dates
indicated below and intend it to be effective as of the Consent Effective Date. ,,.�
DU _--,IN ;„-"'�� r CITY F..KENTBY:
(/ / 2 i
Name(print):
Title: n Title:
Date: /j / ).w /L Date:
1
Exhibit A: Fee Schedule
Health,Productivity, $3 50 PEPM $3 50 PEPM ' Reoccurring monthly in advance,invoices
Engagement and Incentive due NET3Q pays.Includes Human
Platform Performance Coaching.
Program Se' up Fee 2 Months PEPM equivalent NA Flat Fee.One time.Due at time of contract
or$2500 or LOI signing,upon receipt of invoice.
waived or not waived
ADURO Ignite Health and $1.45 PEPM $1.45 PEPM Reoccurring monthly in advance,invoices
Produotivity Coaching due NET 30 Days
Results Based Management NA $0.50 PEPM Reoccurring Monthly in advance,invoices �.
(optional year 2 and onward, due NET 30 Days
only when implemented)
Onsite Biometric Pee $50Per Screened $55 or$2500 Bat rate for Invoiced monthly in arrears with invoices
Participant events less than 50 due NET 30 Days.Fees for each event
participants scheduled are based on the greater of the
number of Eligible Users that participate in
the event or 80%of CLIENT's estimate of
projected participation. The minimum fee
per event is$2500. "Event"means an
0nsite biometric screening event of no
more than 8 consecutive hours.
Ousite Biometric Deposit' y,of the greater of the %of the greater of the Invoiced:60 days prior to first screening
estimated Event Fees and estimated Event Fees and event with invoice due upon receipt.The
"-Required to schedule an the,$2500 event minimum. the$2500 event minimum, Deposit is fully,refundable if the Event is
onsite screening event. - rescheduled or cancelled 31 or more days
prior to the scheduled date. If the Event is -
rescheduled or cancelled between 15 and
30 days prior to the scheduled date,50%
of the Deposit will be refunded. No portion
of the Deposit will be refunded for any
event cancelled less than 15days prior to
the scheduled date.
Onsite Biometric Change $250 administrative fee for $250 administrative fee for Invoiced monthly in arrears,invoices due - -
Fees each of the following each of the following NET 30 Days.
changes_requested by changes requested by
CLIENT less than 21 days CLIENT less than 21 days
prior to the scheduled Event .prior to the scheduled
date:time change(date Event date time change
changes are considered (date changes are
rescheduled events) considered rescheduled
events)
Onsite Biometric Travel Travel for 1 ADURO Travel for 1 ADURO Invoiced monthly in arrears.Invcices due
Expenses Coordinator from Coordinator from NET 30 Days. -_
Headquarters In Redmond, Headquarters in Redmond,
WA to site. Travel includes WA to site. Travel Includes
air,hotel,auto and per diem. air,hotel,auto and per
Pass through charges diem.Pass-through
based on standard GSA r- char as based on standard
2
diem rates at time of travel GSA per-diem rates at time
of travel.
Physician Fax Form $1.perform $3 per form Invoiced monthly in arrears.invoices due
NET 30 Days. '..
Lab Partner Voucher NA $45 per voucher redeemed Monthly in arrears .
Home Test Kit Fee $55.00 per Home Kit $55.00 per Home Kit Monthly in arrears e
ordered ordered
Claims Integration $2000,00 per feed one-time A separate proposal will be provided post
build cost,plus variable initial claims integration conversation.
annual fee. Billed prior to Integration bpJd(s),with total
Invoice amount due.upon receipt.
SSO(singe sign-on) $2001houe development A separate proposal will be provided post >
Integration cost. integration scope call between client and
(optional and only when Development team.Project estimated at
implemented) 10 build hours Total invoice amount due
upon receipt.
3
I i
Master Services Agreement
THIS AGREEMENT,effective as of final signing date,is made by and an behalf of their selves and affiliates,between
CITY OF KENT WORKSITE WELLNESS,LLC
220 4"Ave 5 16700 NE 79`h Street
Kent,WA 98032 ANp Suite 204
Redmond WA 98052
A Municipal Entity organized under the laws A Corporatlon organized under the'Iaws of the
of the State.of Washington State of Washington
CrrY OF KENT Is hereinafter referred to as the"CLIENT";and W ORKSITE WELLNESS,LLC.Is herein after referred to as"Worksite Wellness", j
WITN ESS ETH:
WHEREAS,CLIENT desire;to have Worksite Wellness provide Internet Based Well•Being Management Application,Consulting Services,
Coaching Services,Blometrics Testing and CLfENT Websita and Communication Materlals far 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 W eliness,
NOW,THEREFORE,the parties hereto agree es follows:+
Article 1.DEFINITIONS
1.1 "CLIENT"meansentire groupof employeesacross all business locations of CLIENT under thls Agreement.
1.2 "Employee"meansall benefit eligihlecurrentemployees of CLIENT-Ail spouses/domesticpartners/dependents eligible for Worksite
Wellness products and services are also Included in this definition.
1.3 "Application"means Worksite Wellness'Internet Based Weil-Being Management Application
14 "Servlres"means the services covered under this Agreement and as described in any a pplicable Statement of Work("SOW')
Amide 2,SERVICES AND PAYMENTTERMS:All services and payment terms and conditions will be set forth in the Statement of Work,hereto attached as
ExhibltA
Article3 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 compansatlorij,patents,patent applications,developments,software,inventions,discoveries,designs and drawings,formulae,
regulatory Information,clinical data and analyses,protocols,reagents,cell lines,biological materials,sclentiflc 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 on demonstrate by competent written proof:
(I) was In the public domain at the time It was disclosed or has entered the public domain through no fault of Worksite
Wellness;
(IQ was known to WORKSITE WELLNESS,without restriction,at thetime of disclosure,as demonstrated by WORKSITE
WELLNEWs files In existence atthe time of disclosure;or
(111) is disclosed with the prlorwritten approval of Client
This Section 3.1 shall not restrict WORKSITE WELLNESS 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 W ORKSITE WELLNESS shall
provide prompt nptice 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 lnformatlon that has been
disclosed to WORKSITE WELLNESS for WORKSITE W ELLNESS's own use or for any purpose other than to carry out discussions concerning,and
r
Master Services Agreement Con Adenral-Pagel
the undertaking of,the Services being provided under this Agreement. WORKSITE WELLNESS shall not discloseorpormit disclosure of any
Confidential Information to any third party[except employees of WORKSITE WELLNESS subject to the conditions below). WORKSITE
W ELLNE55 agrees that it has taken and she11 take all reasonable measures to protect the secrecy of and avoid disdosure 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 I Jest ited to,the h'ghedt degree of care that WORKSITE WELLNESS utilizes to protect WORKSITE WELLNE55's own
Confidential Information of a siml[ar nature,which shall be no less than reasonable care. Any employee of WORKSITE WELLNESS who is given
access to any such Confidential Information must have a legitimate"need to knew"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 WORKSITEWELLWESS's attention. WORKSITE WELLNESS represents that it has not breached and will not
breach ary agreement to keep In Confidence proprietary Information,knowledge or data acquired by WORKSITE WELLNESS In eonfldence or
trust prior to the commencement of performing the Services for Cut ENT,and WORKSITE W ELLNE55 represents that It has not and will not
disclose to CLIENT,or induce CU ENT to use,any Inventions,confdential or proprietary information or material belonging to any other party,
The provisions of this Paragraph shall survive the expiration or termination of this Agreement.
3.3 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,post office box address,and e-mail address of any individual person;the telephone number,facslmlie number,and cell
phone number of any Individual person;the social security number,tax identification number,employee identification number,drivers
license number or state-issued identification card number of Eny Individual person;the employer of any individual person.
3.4 Proteced Health Information Defined. As used in this Agreement,Protected Health information shall Include and have the same
m SarPng as that term Is defined and used by Cie Health Insurance Portability and Accountability Act of 1996(HIPAA)and any amendments
and regulations promulgated thereto.
3.5 Information Privacy'Legal Compliance. Works@E WEdness and the Client will comply with all applicable stale and federal laws and
regulations regarding the privacy,security and confidenttelty of Protected Personal Information and Protected Health Information,including
the receipt,storage,processing,use and transmission of such information,while performing under this Agreement,Including but not limited
to the Employee Retirement Income Security Act of 1974{ERISA),the Health Insurance Portability and Accountahlll yAct of 1956(H IPAA),the
American with Disabilities Act(ADA),and all amendments and regulations thereto,and all applicable state security breach notification laws,
3.6 Use of Information and Data. Client's!riformadon and data is proprietary to Client, participan's personal Information and health
Information it private and confidential. Except as required or allowed by applicable law,Workslte Wellness Will not disclose to any affilate,
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 permit Worksite Wellness to use data obtalned from Client and
Participants to prepare statistical analyses,provided that Worksite Waitress will not reveal information identifiable to any person and that
such data is only to de-identified,aggregate form, Workslte Wellness shall he responsible for ensuring that Its reuse 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. Wonesite Wellness shall promptly report to the Client and,as required by law to any Participants,any
violations,use ands disclosure of information and any loss,breach or theft of Protected Personal Information and Protected Health
Information.
Article 4.TERM AND TERMINATION
4.1 remn: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 athdbuted to Workslte Waitress,billing of PEP,M(Per Employee,Per Month)shall start upon the launch of the online service and coaching.
Rates shall remain in effect for the initial term oft.he agmemem uniess mutually agreed to In advance and in writing by both pa rites. Any
subsequent changes In rates shall be mutually agreed to in advance and In writing by both parties prior to commencement of a new term.
4.2 Defauh:
(a)A default shall occur hereunder If either pa1y,falls to perform any material provision of this Agreement(Inc] direly payment of any sums due
hereunderl and such failure continues for a period of thirty(30)days after such port/5 receipt of written notice from the other party specifying such
failure to perform.
(b) Upon the occurrence,of any default and at any time thereafter during which the default remains unremeded,the non-defaulting party shall have the .
right to terminate this Agreement. In addition,if CLIENT is the defaulting parry and Workslte Wellness exercises its right to terminate this Agreement all
sums than due up until the date of termination will be owed.
(c) No express or impliedwail by either parry of any default shall Constitute a Waiver of any other or further default by the other party or a waiver of
any of the nondefaultIng party`s rights.
(d) Workslte Well agrees that any assua noes and/or performance standards promised antler this Agreement Shalt be met.Failure to meet
any or all of these promises for two i2)or more consecutive months shall be considered a breach of agreement on part of Workslte Wellness.
Article S.GENERAL PROVISIONS
Master Services Agreement Confidential-Page 2
Pfiva of 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 a ad information are kept by It. Such records and
information shall not be disclosed or released to anyone without written authorization signed by the 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 Cl lent the opportunity to seek a protective order or otherwise prevent or
restrict such disclosure.
CooaeraUon.To the Extent that CLIEM is required or requested by federal or state agencies,courts of law,or other entitles to submit information,
or make any disclosure to Employees regarding the Services,Works,Re Wellness shall furnfsh to CLIENT promptly and with out charge any and all
hdormation 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 Workslte Wellness.
5_3 Worksite Wellness Literature: Worksite Wellness accepts full responsibility for the content of all Worksite Wellness literature distributed to
Employees except for Information furnished to Workslte Wellness byCLIENT. CLIENT shall review and approve in advance all such literature that
involves CLIENT.
5.2 Intellectual Property
(a) Worksite Wellness shall not use the CLIENT's name,trademarks,or logos,or that of any affiliated company,in any advertising or promotional
material,or otherwlse,including,but not limited to,any Worksite Wellness literature distributed to Employees,without prior written CLIENT
approval. -- -'
(b) CLIENTshall not use Worksite Wellness'name,trademarks,or logos,or that of any affiliated company,in anyadvertlsing orproMotlonal material,
Workslte Wellness is and shall remain the sole and exclusive owner of(i)all written materials and information distributed by Worksite wellness,
(H)Worksite Wellness'website and all portions thereof,including without limitation all Intellectual property rights therein,(ill)all Information
appearing on Worksite Wellness'website(except to the extent such Information is specifically IdenUfed as belonging to a third party)and(Iv)all '..
Intellectual property related thereto(collectively,the"Workshe Wellness products"), For the avoidance of doubt,anyend all Client and Client
Employee information wlil remain the sole and Exclusive property of Client and/or Employee even If information Is Included In Workslte Wellness'
databases. Notvriths[endingthe foregoing;V✓drksite Wellness'Products are and siiall remain the Sole and exdusNl:property bf Worksite
Wellness,whether they are separate or combined with ani'.other property or materials.CLIENT ackdowledges Worksite Weliness'excluslve -
ownership of the,Worksite iNEliness Products, CLIENT.sha(i take no action that could interfere whir or diminish Worksite Wellness'right,title,and
intaresOn the Workslte Wellness Products,Worksite Wellness'rights upderthis subsection shall indude,but shall not be limited to: (I)alicopies
of the Worksite Wellness Products,in whole and in part;(ill all intellectual propertyrights In the Worksite Wellness Products;and(Ili)all
modifications to,and derivative works based upon the Worksite Wellness products. CLIENT shall place or maintain,any copj•right;trademark and
similar notices specified by Worksite Wellness on any Worksite Weliness Products in CLIENT's possession.
53 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 partiufar infgrmaton agency,resource organization or fadlfty Is not an expressed or Implied
enrlomemen't of,that particular,organization by Worksite Wellness.The Information on,and description of,any organizaticn outside of Worksite
Wellness_has been pioylded tb Worksite Wellness by the organizatlon.Worksite Wellness makes reasonable effort to-ensure the accuracy ofthe
Information provided to Employyee; however Worksite Wellness cannot and expressly does not guarantee,warrant or attest to its accuracy,The
final decision about any prevenkWwe health drweilnen arrangement must be and shall be made bythe Employee,M6reoyer,the quality and
appropriateness of a particular preventativepealth or wellness arrangement must be solely determined and monitored by Employees themselves.
Umit of liability and Term of Service as accepted by Employees upon creation of on-line profile can he viewed at
'httpi://deino:mvwellmetdcs.com/tos.aspx .
The relationship,between Worksite Wellness and Referee Is that of Independent third party entities. Worksite Wellness,its clients,agents,and
affiflans are not agents;Members or afflllates of any Referee. Referees are solely responsible to CLIENT and Its Employees for any and all services
that they may ri'Ovlde 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
Employeesthemseives, NeitherWorksite Wellness nor CLIENT shall lie llable farthenegllgence orwro%ful acts or omissions or Referees.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,WORKSITE WELLNES5 SHALL I N NO EVENT BE LIABLE FOR ANY LOST
REVENUE,PROFIT,OR INDIRECT,SPECIAL,CO..
NSEQUENTIAL,INCIDENTAL OR PU NITIVE DAMAGES SU FFERED BY CLIENT OR ANY THIRD PAR TYAS A
.. _. ..
RESULT OF THE PROVISION Or 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 Ilmlted to,attorneys'Fees)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 ofany records or Infotmation made or approved by Worksite Wellness,its agents or Employees. If the CLIENT becomes aware of such
s
Master Services Agreement - Confidential•Page 3
claims,it shalf 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 Workslfe Wellness expense.
CLIENT agrees to indemnffy Worksite Wellness from and against any and all costs and expenses incurred by Worksite wellness,including
reasonable attofney's fees,In defending any and all claims by CLIENT and other third parties,including governmental units,arising,solely,color
Client and/of Employees actions
5_4 Governing Lam:Seveubility, This Agreement shal l be governed by and construed according to the laws of the state of Washington regardless of
any conflict or faw's 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 confilct of Iaw's 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 ofthls 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
noanP alnts andlor grieva noes for a period of ne least one(1)year fro in the date of termination of this Agreement. At the end of the retention
period,Worksite Wellness shall request CLIENT's approval before disposing of retained Information. If CLIENT refuses to approve disposal,
Worksite Wellness may deliver all retained information excluding Employee names to CLI ENT at CLIENT's expense.
6.2 Audit CLIENT shall have the right to audit the Workste Wellness records concerning the Employees excluding Employees names during regular
business hours atCLIENT's expense with prior notice to Warksite Wellness
Article 7. NOTICES
Any notices required or permiked to he 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,faoslm Ile,or email:
J+7 +'. su tr.'.Not7ces'to G(T'(OFICENT,Y -' r 9 Fy ,"rcrv, _ " Naticesfa 8da,;t�e Wellne3s iLC; ,
is x rn s.�':
Address: 2204"AveS Address 16700 NE 79' St
KEnt WA 98032. - Suite 204
- Redmond WA 98052
Atm: Reeky Fowler,Benefits Manager Attar Darren White,CEO
Ail notices shall be effective upon receipt,or upon such later date following receipt as is set forth in the notice. Either party may,bywrnet notice
to the other,change the representative or the address to which such notices are to he sent.
Article g, ENTIRE AGREEM ENT 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 mod)ficatlon ofany ofthe
provisions of the Agreement shall be binding unless In writing and signed by duly authorized i epresentatiia5 of the parties.
Article 9. WAIVER 0FnREACH Waiver of a breach of any praviWonpf this Agreement shall not be deemed a waiver of any other breach of the same era
dIi ferent pfpVslan:
Articlel0. EMPLOYEE INTEREST Worksite Wellness represents to CLIENT(a)that Worksite Wellness has not offered orgiven and shall not offer or give,
directly or indirectly,anything of value to any Employee of any customer which is apart of CLIENT or any representative of CLIENT with a view to
securing this Agreement orobtalning favorable treatment with respect to the performance of this Agreement and(bl that,to the best of Worksite
Wellness'knowledge,no such Employee or representative has any director indirect interest in Worksite Wellness or its affiliates;provided that die
foregoing shall not be applicable to the interest or such Employee or representatives of CLIENT arising out of the holdingorsecr itiesInapublicly-
held corporation amounting to less than five percent(54)or any class of out securities of such corporation,or(2)any 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 time that any such Employee or representative of CLIENT has a
direct or indirect interest in Worksite Wellness or its affiliates,It shall Immedlately inform CLIENT of such fact.
Article11,INSURANCE:Worksite Wellness shall maintain,at its sole cast and expense,a valid policy of Insurance evtdendng commerdal general liability
and professional liablilty coverage of not less than$1,000:000 per occurrence and$3,000,000 In the aggregate covering the negf gent 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 team providing Services to the Client trader this Agreement
Articlel2. MISCELLANEOUS,
12.1 Captions/Headings are for convenience only. -
t
i
V
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Master Services Agreement Ccnfldential-Page 4
I
12.2 Nothing contained herein shall be construed as creating 9 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 authorRed as of
the day and year first above written,
CITY OFKENT: orksiteWelln ss,LLC:
By: py;
Name: Name:Darren White
Title: -S. Title;CEO 2,1
1 f {>
Date: 'OZ oC 3 bate: ( G`, Z.o ..
x
-..
Matter Services Agreement Confidential-Page 5
Exhfhit A
Statement of Work
This 5tatement of Work Number(this"SOW")Is entered into as of the SOW Effective Date and Is governed by the terms of the Master Services
Agreenert referenced above(the"MSA").Terms used hereln and not defined Will have the meaning set forth In the MSA. In the event of any confllet
between this SOW and the terms of the MSA,the terms ofthe MSA will govem,
1. Description of Services&Deliverables.Worksite Wellness will provide the following Services and furnish the following Deliverables:
U Design and Implementation of Health Management Program:
• Provide CITY Or KENT custom-branded evidenced-based Wellness mltIzKva that Is specifically designed to engage
the employee population,to stimulate sustainable bohavior 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 Crent current onbest-
pracdces Health and Wellness strateglas and maintaining Client's leadership position in health,productivity and
employee engagement.
• Assignment of Account Manager and Program Architect to Client.The team will he designated to guide
implementation,deliver status reports and to oversee the Wellness Initiative. -
• Implementation MeetingwRh Cllert's Wellness team to perform complete discoveryof current resources that can
he Integrated, This meeting will result in a bl uepriat for Cliant's W alines Initiative,
calendar of Challenges/Hee;th Focus Initiatives Worksite Welhiettwill Implement wellness/soclaVenvlronmental
challenges throughout the year on regular basis(timing to be decided upon with Client—examples include monthly,
quarterly,etc). Workete Wellness will provide sample challenges for Client to choose from. Finaledits(upto2
rounds allotted)to sample challenges will need to he provided 14 days prior to the challenge launch. Custom
Challenges{up to 5 per year),in which Worksite Wellness writes and designs content,may be requested with 45
days notice prior to each challenge faurch data.Additional design work is available and a quote will be provided
upon request.
• Marketing support for lnitlai launch to include pdfs of posters,flyers,and email$. 0that collateral may be included
upon request
1.2 Online Wellness Product Suite
• Provide CITY OF KENT-branded version of the On line Wellness Product Suite to Client. This Includes the following;
• Well-Being Assessment Including the following Life Areas:Actualizatl on,Emotional,Physical,
Capacity for Change,Work and Health Risk
• My Results,Including all well-being content
• My Plan,,including goal setting and tracking features
• MyJournal,including private and secure)eumaling
• Cpmmuntyforums and peer-to-peer support`eatu es
• 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 WaikBeing and Detail sections
• Incentive management system and required data interfaceswith Client's designated benefit administrator partners
to fulfill the Incentive awards.Completion of millstones wlll he determined by W orksite Wellness in its sole and
reasonable discretion.
1.3 Health Screenings
• Annol onsite biom Wl;testing with optional integrated Wellness Fair at mutually agreedto locations.These tests
include;Active Lifestyle Heart Rate,Blood Pressure,Body Composition and/or SMI,Glucose,and Blood
HDL/LDI-]Total Chotesterol/Triglycerides.Any other testing req uests made by the client may oe Included for an
additional charge,
• Allonsfte biometdc testing includes a comprehensive teachable moment by Worksite Wellnesstralneld and certified
prof essionais. Onsite Wellness Coordinator to manage persons testing with unusually high results.
• Online schedulingfunctionality to project and manage screening participation. .
• Home based blometic test kits where clove nt.These kits a re ordered online through the wellness product suite.
Kits will test for blood Cholesterol panel and glucose.
giometric screening data to be uploaded into the online wellness,product suite for aggregate reports,
1.4 Wellness Coaching Support
• Unlimited inbound employee access to certified health coach via telephone or secure web portal.
• Personal challenges or program recommendations from dpach to participant a&appropriate.
i
Master Services Agreement Confidentia I-Page 6
I
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 biometrlcs data(if applicable)and
participation data. Reports will guide decisions an making any necessary or recommended changes to program
design,
Periodic targeted communications to drive various initiatives and challenges throughout the year.
Upciatesto eligibility and access to platform. Workslte Wellness can receive update files once per month to add or
terminate employees from the platform OR an train certain Client stakeholders on how to add or terminate from
the platform.
1.6 FitLinxx Activity Devices
• Individual or bulk fulfillment of devices.
Challenges designed to promote usage.
• Ongoing user support. '
Battery replacement support,
1,7 OpttonalAdditionaiservices: Workslte 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 than ritLlnxx,language translation,fulfilfinent of Incentive prizes,data integration projects,
additional branding needs,etc.
2. Schedule for Implementation
'5ervlcei/p¢Thfgrtibl¢s%;�r, rsw� F3-Ja.S.g$;>,.,r..:'r':=z'= l�e4criptinfi,,_`#Ii"' ,'.. v. s 4xasr 41,111AIAIV Tf-'Y 0110,
Implementation Meeting Initial Discovery performed with Client's Wellness team designed Within'vo days of contract signing
Laid evelop implementation strategy.
First review qF Client branded Revievi orCllent's tiiadded online iVellnesssulte with Client's ' - Within 60 days of contract signing '..
Wellness lnitfative cuStam cord uU tides' --
Flnaf review of Client bra nded Final coordination to review,Clent's branded Wellness Initiative Prior to Program Launch
Wellness initiative indudiog online services,blometrfcs,workshops(if applicable)
and overall campaign. .
Invitations to employees Invitation for employees tojoin online wellnesssulte and Priorto Program Launch
complete HRA
Dashboard and Program Review Review of Dashboardmetrics to determine focus for next 3 Within 45 days of completion of
monChs . Biometrics events and HRA
3. Payment.
Worksite Wellness will Invoice and Client will pay Worksite Wellness for Wellmetrics Online Platform a fixed fee of$3.50 per Eligible
Employee per month I"PEPM9 as set forth In this SOW,AND for Health a rid Perfdrmahce Coaching Services;a fixed fee of$1.45 PVM as set
forth In this 5DW.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 elept to make the Services available to spouses,domestic partners and
dependents at the same monthly fixed rates per person("PPPM");§pouse,domestic partner and dependent billable participation fs defined
as one who has created an on-line portal user ID. Worksite Wellness will Invoice monthly In advance based on number of PPPM participants
In on-line platform on 2P day of the previous month.,Filling will he reconciled with actual participation on a quarterly basis for all PEPM and
PPPM participants.
Client will pay$50A0per onsitei blornetrascraning of an Eligible Employee("Onsite Screening Fee")when performed at Client's request
("Onslte Screening").Thirty(20)days prior to an Onslue Screening,Worksite Wellness will invoice Client for 50%of the Onsite Screening Fee,
based on the numberof espacfed pardapatidg Eligible Employees for Such Onsite Screening(the expected numbertIa be determined by
Client and submitted vla a Blometno Service Order form or other written notice to Workslte Wellness)or 50%of the$2,500.00 event
minimum fee,which ever is greater f"0eposh"). Within one(1)day after completion of the Omits screening,Worksite Wellness will invoice
Client for the remaining Onsite Screening Fee based on the greaterof(a)actual numberof Eligible Employees 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 be at least 4 hoursin length,..Client will reimburse Worksite
Wellness for all reasonable,actual travel expenses forone Worksite Wellness representative travel to Client's site for each,Onslte screening
event.Reasonable scale will be based on curront GSA standards as will daily per diem for Worksite Wellness representative.These expenses
will be Invoiced immediately following the event.
Blometrics events rescheduled or canceled within 31 days prior to eventwill Incur administrative fees, Events rescheduled or canceled 14 to
30 days prior to an event will Incur a fee of 5o%of projected partldpatlon or site minimum as well as any direct,non-refundable travel
expenses already incurred. Events rescheduled orcanceled less than 14 days pdor to event daywiil Incur a fee of 200%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 lncura$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
days of event. Minor changes requested within 30 days of an event cannot be guaranteed. Any change request must be ma de submitted in
the form of Worksite Wellness Event Change Form and submitted by email for fax to Siometrlrs Coordinator.
Client will pay$55.00 for each home test kit screening ordered Client and when shipped by AJorkslte Wellness.Worksite Wellness wil I invoice
Client monthly in arrears,based on the number of test kits actually shipped in the Immediately preceding month.
Client shall pay a Onetime 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 Worksite 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 hour or on any basis other than as set forth herein.
Client will pay each undisputed Invoice wlthln thirty(SDJ days following ra_ceipt from Worksite Wellness.
Billing lnfoIIIlfah
81111ng Address:
2204"Ave S,Kent,WA 98032'
Accounts+Payable email: bfowler@kentwa,gov
Accounts Payable phoned 253-856-5290 .
Also send invoices to(email): . -
Numberofeligibleemployeas Est.602 Number of projected dependents 100
The Fees will be paid to worksRe Wellness_as follows:
t�=:; , - Fi t;y 4'9,1K itfed SEyler7P`I2;Y.i -..F.,s.''r_#iw firzyi. :i'_si..Sa ..'L-an
WellMstrics online platform $3.50 PEPM - Reoccurring Monthly
Spouse/DP at$3.50 PPPM
Health Coaching $1AS PEPM Reoccurring Monthly
Spouse/DP at$1.45 PPPM
Set-up Fee 2 Months PEPM or$2,SC0 - - Onetime
(whichever is greater)
Onsite 0iometric Fee(see full explanation of fees $50.00 Per Screened Participant Annual event
above]
Results based management(if desired in future) $.50 PEPM After first year if program has results
based incentives
Onsite 0ibmetrlc'Fravcl Expanses' - - No Charge
Physician Fax Form $1.00 per form received In arrears each month
Home Test Kit Feb $55,00 Per Home Kit Ordered Monthly per Biometrics event
schedule
FitlinvActivlty Device` - $40.00 Per Unit Per unit ordered
Ftlinxx Remote Access Paint 150.00 Per Unit
FRlinxxWorkgroup Access Paint' 100.00 Per Unit
Ftllnxx ActiRnk USO 22.00 Per Unit ordered
Activity Device Credit $750.00 Once per contract
`Pridng 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 avallable upon request.
4. Worksite Wellness Remit To Address. All payments made to Worksite Wellness will be made to the address set forth in this SOW unless
otherwise indicated here:
S, Contact Persons. In all matters affecting Worksite Wellness's performance underthlsSOW,the parties will deal with each other only
through the contact persons listed above. Elther party may change its contact person by providing written notice to the other.
6. Performance Guarantees. Worksite Wellness's failure to achieve a Performance Standard constitutes a "Performance Standard
Default." The 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
i
Master Services Agreement Confidential-Page 8
I
IM 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 amount will be credited to Client on the next monthly invoice. Worksite Wellness
will notify Client)(Client becomes entitled to a Performance Guarantee, Performance Guarantees 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 p enalty.
AmountManogement j
Mumberofquestiolis Quarterly
Client satisfaction onsweredwithas r Tor{ll Numherpf Satisfactfon BPYa SSb
higher Questions(10J Survey
Pprtigpant Satisfactlon
End user Number of respan;es Total number of Net Pro ter B09, 1%saiisfactlon with Sor higher -responses Score
Health Coaching
Guarantee thata
minimum of 32
people will participate
Worksite In coaching program
Healtfi Coaching Wellness In Year 1,If $79130-00
Participation 32Participants 7GO Eligible Lives lifestyle 32
Participants engagemzntfalls W 1^69 )
coaching report meet that level,WW
will refund$2SO per
person under that
level.
Numberof individuals Numberof
who contacteda Indlumberof
coach with a health or vidualsviiho Worksite
Health Coaching — contacted a coach
prdductivitq concern with a health or Wellness 1%
Engagement AND completed at lifestyle 60%
least 6 coaching productivity concern coaching report
sessions toward a long ANDsetalongterm
term goal OR goal orotherwise
completed a program initiateda program
Risk Factors:
Number of Systolic blood
Individualswho pressure
Number of individuals contacted a coach Diastolic blood
who contacted a with a health or Worksite Pressure
Health Coachingcoachwith a health or HDL
productivity concern Wellness
productivity concern S %
Risk Reduction AND completed at Iirestyle O% LDL 1
AND decreased at Tfl cholesterol
least 6 coaching coaching report
least one risk fa,facto Ictor � � � � � � Total cholesterol
sessions toward a
(see inris corme longterm goal DR Fa pregnancy
gancose
defined in comments) completed a Pregnancy
program Smoking
BMI or WHtR
Physical Activity
Master Services Agreement ... Confidential - Page 9
I
IN WITNESS WHEREOF,the parties hereto have executed this SOW as of the SOW Effective Date.
CITYOFKENT' Workte ellness,LL
By: i 8y
Name: ' G. /' d� k Name:Darren White
Title: /,V� +� TItIe:LEO ) 7
Date: _ 07 Date:
Master Services Agreement Confidential-Page 10
a2 CERTIFICATE OF LIABILITY INSURANCE vaizois° "
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND C
AFFIRMAT ONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE GOES NOT IVELY 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 lha certNcate holder Is an ADDITIONAL INSURED,the POIICy(ies)must be andoreed, H SUBROGATION IS WAIVED,subject to
the terms and Vontlitions of the policy,certain Poloist may require an endorsement. A statement on this certi0cate does not confer rights to the
cer9fi'at,holder In lie°of such endorsements.
PRODUCER Greiert Insurance,[no. CO TACT
730410th St SE #B-101 PHONE AX
Lake Stevens WA 98258 no aEss. A1C"°
Phone:425-334-7577 Fax:425-377-2868 INSURER 5 ARPMR°ING COVERAGE Nuke
INSURERpc U.S.RSK INC
INSURED WORKSITE WELLNESS,LLC INSURER S•
16700 NE 79TH ST SUITE 204 INSURER CI
Redmond WA 98052 INSURER O:
INSURER E:
INSURER P!
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POUCHES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATEC, NOTVATHSTANDINO ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPIECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
gSEXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVBBEEN R_EDUCEO BY PAID CLAIM&
I!R woo.1INSURONGE P0O 5LJCY EPP POLICY EaP
F°pCY RUBBERNUAISER MMN AIMl00 IIMITa
GENE9AL WOIpry
x EACH 000URRENC2 b 1MV,W0
COA1AIfg01AL GPNERALIA°ILRY PRO
SaPd p-fn $ m.m0
A CLAIM1ISNADE OOCCUR Men E%P anp mn) $ .S
A692712390JAT 919112 919113 PERSONALaAOVINJURY S 1,Ngm0
GENERALACGREWTE S NO..
GEN'L AGGREGATE LIMRAPPLIES PEq: PflOOUCiB COMPlDPAnO 9 tu�FW
POLICY PRO. Lao S
ADUCUUM1E1-1FBNtt CO. SNGLE Lod
¢Wa
IT
ANYAUTO BODILY INJURY(Parp mso S
ALL BINNED SCHEDULED (perealeenp S
AUTOS BIRDS BODILY INJURY
NIREDAUTOS NONOMEO ROPER
iYO G4 AUTOS Pwx cant S
OMDRELfA L1AB
E%LESS UAB OCCUR EACH OCCURRENCE S j
CLAIMSNADE AGGREGATE. S
DEC RESEN90NS
SWRRERB OMPE 1PSAXA0NI1NOEN
ANOEMPLOYERS, YTnY h 7EClrIIV"
YIN
MSTAT.UE.A EMPLOOYTEH-
PROPRIErOP WRCEPMEMSEq X NIA E.L EACH ACCIDENT S
W E.L.DISACEIM.U.1o,tn Nh DERIPTIDNDE TONS ° SS
EL.OISEASEPOLICYQMn f
i
' GESCRIP110N OF OPERATIDNSILOCpT1UN8/VEHICLES(A11aahACOM1°I,AtltlN°e°I Reme,p 5[hetlule,ll m°n°pace lF mqulntl)
RE:OPERATIONS OF THE NAMED INSURED,
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CITY OFKENT THE IXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
220 FOURTH AVENUE SOUTH ACCORDANCE WITH THE POLICY PROVISIONS.
KENT WA 98032 AUVIDRC°REP iOTAW4
@1988-2010A O ]CCURPOFLATHIN, AllrightsraEg"od.
ACOR025(2010105) The ACORD name and logo are registered marks oFACORD
i
i
REQUEST FOR MAYOR'S SIGNATURE
T Print on Cherry-Colored Paper
Routing Information:
(ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director"_"';� ..
Originator: Becky Fowler Phone (Originator):
Date Sent: x529O Date Required: January 27, 2016
Return Signed Document to: Becky Fowler Contract Termination Date: February 12, 2016
VENDOR NAME: Date Finance Notified:
Aduro, Inc. (Only required on contrats January 2016
20 000 and over or on ,n Grant
DATE OF COUNCIL APPROVAL: n/a Date Risk Manager Notified:]anuary 2016
(Required on Non-City Standard Contracts/Agreements)
Has this Document been Specificall Account Number: Health & Wellness Fund
Authorized in the Budget? • YES NO
Brief Explanation of Document:
Addendum to original Aduro agreement to extend the agreement through December
31, 2016.
All Contracts Must Be R to gh The Law Department
G ,
r o e comp ete y e taw Department) Al
6
Received:
Approval of Law Dept.: ,,€ i r
Law Dept Comments: v °y
Date For to Mayor:
i
Shaded"Areas` o Be Comp ete By Administration Staff
Received:
Recommendations and Comments:
Disposition.
iV 2 �U1
Date Returned:
P%eWT_=. n i0=71: a ewese ,Mms siemure aaav