HomeMy WebLinkAboutHR16-416 - Original - City Wellness Provider-Health Management Solution Services x;'@ ?ate`ady
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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: Viverae, Inc.
Vendor Number: 1370664
JD Edwards Number
Contract Number: 11A V-{7p-4{6(p
This is assigned by City Clerk's Office
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Project Name: City Wellness Provider-Health Management Solution Services
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other:
Contract Effective Date: 11/30/16 Termination Date: 9/28/19
Contract Renewal Notice (Days): Automatic one yr renewal terms; 90 days to term.
Number of days required notice for termination or renewal or amendment
Contract Manager: Becky Fowler Department: HR
Contract Amount:
Approval Authority: ❑ Department Director ® Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
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VIVERAE
MASTER SERVICES AGREEMENT
This Master Services Agreement,including all Attachments and Exhibits,(collectively referred to as the"Agreement")Is made and
entered Into this 29th day of September,2016("Effective Date")by and between Viverae®,Inc.,for Itself and on behalf of Its
subsidiaries(collectively"Viverae")with offices at 10670 N.Central Expressway,Suite 700,Dallas,Texas 75231 and City of Kent,
Washington("Client")with offices located at220 Fourth Avenue South,Kent,WA 98032. Viverae and Client may individually be
referred to as"the Party"or collectively as"the Parties".
WHEREAS,Viverae is in the business of providing health management solution services;and
WHEREAS,Client desires to engage Viverae for the provision of health management solution services;
NOW THEREFORE,In consideration of the promises set forth herein and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows:
ARTICLE 1:DEFINITIONS
1.1 Definitions.Unless otherwise specifically provided,the capitalized terms used In this Agreement shall have the
meanings set forth In Exhibit attached hereto and Incorporated by reference.
ARTICLE 2• RESPONSIBILITIES OF VIVERAE '..
2.1 Services Viverae shall provide health management solution services("Servkas")for Client subject to the terms of the
Viverae Service Specifications attached hereto as Attachment A and as specified throughout this Agreement.Unless
otherwise speelfed,Services and related deliverables are provided in English only.
2.2 Insurance.Viverae will maintain at its sole expense valid policies of(a)workers compensation,(b)general liability
Insurance with minimum limits of.$1,000,000 per occurrence and$2,000,000 aggregate and(c)professional habllity
Insurance with minimum limits of$3,000,000 per occurrence and$5,000,000 annual aggregate during the term of this
Agreement Viverae will provide proof of Insurance upon request.
2,3 Viverae Personnel.AN Personnel provided by Viverae shall be employees or contractors of Viverae or its operating
subsidiaries,and not of Client.
2.4 Reoortinr<Viverae shall provide Client with relevant reporting regarding Services as specified In the Service
Specifications.Unless otherwise specified or unless reporting is available on-demand byCll reporting shall be.
provided at the end of each Program Year. Client may request additional reports and if Viverae Is able to provide such
reports,additional fees may apply and shall be agreed by the Parties In advance of the production of same. Client
agrees that any reports requested by Client which require the prevision at member Protected Health Information('PHI"),
will only be provided if necessary for the administration of one(1)or more of Client's group health plan(s)(the"Plan").
Client agrees that such report shall only be provided to the Individual authorized by the Plan Sponsor to administer the '.
Plan and.Client acknowledges that the Plan has been amended to show for access to Client employee PHI.Viverae may
request that Client provide a copy of the"Certification by Plan Sponsor to Group Health Plan".
ARTICLES• BILLING AND COMPENSATION
3.1 Compensation.Inconsideration of the Services under this Agreement,Client shall pay,from its general assets and not
from its group health plan("Plan")assets,Viverae fees and expenses which are undisputed asset forth In the Billing
and Payment Schedule attached hereto as Attachment B.All billing cycles shall begin on the first of the month.An initial
payment shall be due upon contract signing.Electronic invoices for all subsequent payments shall be presented to
Client one month in advance of delivery of Services and unless otherwise specified In this Agreement,payment for
Services shall be due within thirty(30)days of the date of the involce.Notwithstanding the provisions of the Billing and
Payment Schedule,payments not received within thirty(30)days of the applicable due date will accumulate Interest,
until paid,at the rate of one and one-half percent(11/2%)per month on the unpaid balance,equal to an annual
percentage rate of eighteen percent(18%),or the maximum rate permitted by applicable law,whichever is less.If
Client's account Is more than 90 days past due,in addition to other rights and remedies it may have,Viverae,without
liability to Client,reserves the right to suspend Services until the past due undisputed amount is paid in full ',..
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3.2 Expenses. Unless otherwise explicitly provided in the Agreement,travel,expenses,and sales and other state taxes are
not included in the Services.
3.3. Billing Contact.
Name: Becky Fowler
Address: 220 Fourth Avenue South,Kent,WA
98032
Phone: 253-856-5290
Fax: AftA
Email: BFowler kentwa. ov
ARTICLE 4:RESPONSIBILITIES OF CLIENT
4.1 Imr#amentattam and Provision.of Data. The process of preparing to deliver Services under this Agreement is referred to
as the`Implementation"process. Cent she#designate an$Implementation Coordinator"to work with the designated
Viverae impeementation Specialist during the Implementation process.Tha'Implementation Period"is the period
between the Effective Date of the Agreement and the"Launch Date"for Services and is specified in the Billing and
Payment Schedule attached hereto as Attachment B.The Launch Date for Services is the date on which Eligible
Members may first access,use,or enroll In Services,and Is set forth in Attachment B.Vfveree shall commence billing on
the Launch Date set forth in Attachment B of the Agreement regardless of whether Client actually launches on that date
untess such delays are caused by Viverae.During the Implementation Period and as otherwise required under the
Agreement,(dent she If timely provide to Viverae all data and other Information(i.e.census files)requested and
reasonably necessary for the performance of Services as well as coordinate with third party vendors for the provision of
data of Client if applicable.
4.2 Census:Eligl6ltity.File. Client understands that a Census E#gibil#y File cantalning the required data on all E#gtbte
Members is necessary for the performance of Services and agrees to the following:
4.2.1 Client will provide the Census Eligibility File in accordance with Viverae's Census Eligibility Management
Specifications no later than forty-nine(49)days prior to the earlier of the first scheduled Screening Event or the
Launch Date.
4.2.2 Client is responsible for identifying and notifying Viverae of all persons who are Eligible Members(as defined in
Attachment B of the Agreement)in file format in accordance with the census specifications document and Client
business requirements document(both of which must be signed off by the Client annually).Client understands
that Viverae will only lead files which strictly comply with the terns of the aforementioned documents and all
other files will be deemed"unloadable."Services will be available to all persons included on the Census Eligibility
Ffte and Cant will be responsible for payment for all Eligible Members provided on the Census Eligibility File and
all individuals Included on the Census Eligibility File shaft be considered Eligible Members.Viverae Services are
only available to Eligible Members that are at least eighteen(1B)Years of age and Client agrees that it will not
Include anyone under the age of eighteen(18).
4.2.3 Client agrees that,upon request,Client will verify the eligibility status of any person seeking Services and,if
deemed eligible,provide the some data as Is required for the Census Eligibility File. All Participants shall be
Eligible Members of Client.
4.3 Notice of Privacy Practices. Client will provide Eligible Members and Viverae with Client's Notice of Privacy Practices in
compliance with the applicable sections of the Health Insurance Portability and Accounts billty Act("HIPAA").
4.4 Viverae Consent Form. Eligible Members who desire to become Participants shall sign the Viverae Consent to
Participate Form. Notwithstanding the foregoing,participation In the Viverae Program or acceptance of Services in any
manner is deemed consent to participate. Client shall ensure that all necessary or required consents or authorizations
(other than the Viverae Consent to Participate)are obtained from Eligible Members at its own expense.
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4.5 Incentives. Cl lent may provide an Incentive Reward that encourages Eligible Members or Eligible Spouses to become
Participants. Viverae shall support Client in determin Ing which Participants are eligible to receive the Incentive Reward
and Client agrees to provide Viverae with the Incentive Reward requirements at least forty-five(45)days prior to the
Launch Date. Client shall be solely responsible for the actual administration of the Incentive Reward.
Viverae will provide Client with recommendations for a standard options for incentive reporting and the selected
components of the Incentive Design within the following categories: health profile,care,education,activities,and
outcome(collectively"Incentive Design components")which comply with the provisions of 26 C.F.R.Section 54.9802-
1(f),29 C.F.R.Section 2590.702(f),or 45 C.F.R.Section 146.121(f),as applicable.
If Client modifies or alters Viverae's standard Incentive Design components in any manner,regardless of whether
perceived to be material or immaterial,Client expresslywalves any and all claims of any:type against Viverae related,
either directly or Indirectly,to offering an incentive or the Incentive Design.Client affirms that any Incentive Design that
requires the satisfaction of a Health Status Factor is intended to comply with all applicable Federal,State and/or Local
rules or regulations,including,but not limited to,any and all applicable privacy statutes and/or statutes related to the
use of lawful products or engaging In lawful conduct.Viverae does not and cannot provide legal advice to Client
regarding the specifics of any Incentive Design or Reward. Viverae makes no representations with respect to whether !
the Incentive Design or Incentive Reward complies with the Americans with Disabilities Act of 1990 as amended. Client
agrees that Viverae makes no representations of compliance with laws pertaining to employment,discrimination,
disability,and other related law as it relates to the Incentive Reward,the administration of the Incentive Reward,and
the program design,and Client shall rely solely on advice of its own counsel with respectto the applicability of such laws
and expressly waives any and all claims against Viverae arising from any alleged or actual non-compliance with such
laws.Furthermore,Client shall rely solely on the advice of its counsel in making a determination of whether or not the !.
selected services are subject to ER ISA.
Client waives any and all claims of any type against Viverae related to any data or information received by Viverae from
any third party that Client requests to be included by Viverae in any reports used by Client or in data files sent to any
other Party(at the request of Client)for Incentive fulfillment or to support payment or distribution of incentive rewards of
any kind or type,for claims analytics,or for Disease Management.
4.6 Communications to Eligible Members. Viverae will provide Client with recommended communication templates that
can be edited by Client. Client is solely responsible for any edited content and distribution of the communication
materials.
4.7 Client Facilities, For Services where use of Client facilities is required,Client agrees to provide suitable facilities in a
setting that will enable Viverae to safely and,as appropriate,confidentially provide Services to Eligible Members. This
shall include,without limitation,the provision of meeting room space,tables,chairs,utilities,and Internet access. !,
4.8 On-Site Services. On-Site Services include Services,other than Screening Events,that require performance at the !,
Client's locations. On-Site Services are to be performed and delivered during Normal Business Hours In no more than
eight(8)hour Increments,otherwise additional fees will apply. Client will be charged the cost of travel expenses plus
25%of the cost of travel as an administrative fee for cancellations less than thirty(30)days in advance of the
scheduled On-Site Service. L..
4.9 Screening Events. A"Screening Event"is defined as on-site service for the administration of Biometrlc Screenings
and/or MHAs at one location or address for a fixed,uninterrupted period of time not to exceed eight(8)hours during
Normal Business Hours).
4.9.1 Timelines. The Parties shall agree on the date,location,and time for a Screening Event("Screening Plan")no
less than forty-nine(49)days prior to the Screening Event.Eligible Members will be required to sign up prior to a
scheduled Screening Event. Screening Event registration will remain open through the actual date of each
Screening Event. Client understands that Viverae will staff and supply according to the number of participants
expected(as determined In the Screening Plan)for a Screening Event thirty-five(35)days prior to the Screening
Event.Additional fees will apply for Screening Events scheduled to be delivered outside Normal Business Hours,
outside of the continental U.S.,or for Screening Events that require travel on Premium Travel Dates. Walk-in only
events are permitted,however,no on-site consultation will be provided due to the uncertainty of the volume.
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4.9.2 Modification. Modifications are permitted between 49-36 days prior to the first Screening Event at no additional
fee. Modifications made less than thirty-five(35)days prior to the Screening Event will be charged a modification
fee equal to$300 per change plus travel and expenses incurred.A change to the Screening Event date must be
rescheduled to occur within sixty(60)days of the original Screening Event otherwise It will be treated as a
cancellation.A"modification"includes changes to the date,time,expected participation estimate,location,or
other material aspect of the Screening Plan.
4.9.3 Cancellation. Cancellations with less than a thirty-five(35)day notice will be assessed a cancellation fee equal
to$30.00 per participant based on the greater of a)minimum participants set forth In Attachment B or b)85%of
the expected participation(as defined in the Screening Plan). Cancellations less than 49 days but more than 35
days prior will be assessed a fee of$300,
4.10 Exclusivity. During the Term of this Agreement,Client shall not enter into an agreement with any other Party for the
provision of the same or substantially similar services provided by Viverae.
4.11 Insurance.Client will maintain at its sole expense a valid policy of general liability insurance with minimum limits of
$1,000,060 per occurrence and$2,000,000 annual aggregate during the term of this Agreement.
4.12 Custom Materials. Any logos,designs,domain names,or other works created under this Agreement are the intellectual
property of Viverae and Viverae retains any and all rights to such intellectual property. Notwithstanding the foregoing,
Viverae does not claim any right or title to Clients name or registered marks.
ARTICLE 5:TERM
5.1 Term. The Initial Term of this Agreement shall be from the Effective Date of this Agreement and shall continue for a
period of three(3)years from the Launch Date for Services.
5.2 Program Year. A program year is the twelve(12)month period starting from the Launch Date set forth in Attachment B
and each 12 month period thereafter("Program Year"). Client will be presented with recommendations for a program
design for the subsequent Program Year.The final program design for the subsequentyear must be approved by the
client at least thirty(30)days prior to the subsequent Program Year. In the event,Client does not timely approve the
program design,the then current Program Year will be extended for one(1)month. However,during this extended
period,members will not be able to accrue points towards an incentive.
5.3 Renewal Term. Upon expiration of the Initial Term,this Agreement shall automatically renew for additional one(1)year
terms("Renewal Term")under the same terms and conditions of this Agreement,except as noted in Article 5.4,and any
amendments,unless either Parry gives written notice to the other of its intent not to renew at least ninety(90)days prior
to the expiration of the Initial Term(or current Renewal Term)or unless otherwise terminated pursuant to Article 5.
5.4 Rate Changes. Fees for all Services except for Biometric Screenings are guaranteed for the duration of the Initial Term.
Upon expiration of the Initial Term,Viverae reserves the right to increase fees and rates to the then current rate.Vlverae
shall provide written notice of any rate increase at least 90 days before the expiration of the Initial Term.
5.5 Termination. Notwithstanding anything to the contrary contained in this Agreement,this Agreement maybe terminated:
5.5.1 by either Parry,upon written notice to the other,if the other Party(the"Defaulting Party")shall breach any
material obligation or covenant of the Defaulting Party hereunder and if such breach shall remain uncured for
thirty(30)days following written notice of such breach given by the non-Defaulting Party to the Defaulting Party.
5.5.2 immediately and automatically upon the filing of a voluntary or involuntary petition for reorganization or --
bankruptcy by or against a Party.
5.5.3 at the discretion of Viverae if Client is more than ninety(90)days past due on payments owed to Viverae under
this Agreement and subject to the terms of paragraph 8.7 of this Agreement. Upon such termination,Client shall
still be liable for all payments that have accrued prior to the date of termination and thatwiil accrue throughout
the remainder of the then current term.
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5.5.4 by either Party without cause at the end of the In ltial Term provided that thirty(30)days'advanced written notice
is delivered to the other Party.
5.6 Rights of the Parties. Termination or expiration of this Agreement shall not alter or impair any rights of either Party
accrued under this Agreement through the date of termination or expiration.
ARTICLE 6:LICENSES
6.1 License to.the.Software. To the extent permitted by law,Viverse hereby grants Client and each Authorized User a
personal,nonexclusive,non-tansfemble limited license to use the Software during the Term solely for the purposes of
accessing and using the Services provided under this Agreement(the"Software License'). Client may not modify or
alter any of the content,Information,or documentation contained on the Software other than the data entries that are
expressly contemplated and permitted by the Software to be entered by Client The Software License granted hereby
authorizes the use of the Software by Client's Eligible Members during the Term of this Agreement subject to the terms '..
and provisions hereof,Including Section 6.5.1 hereof which requires Authorized Users(including Eligible Members)to
Individually accept the'Terms of Use"provision provided on and accessible through the Software.
Viverse must be notified of and approve In writing any third Party Authorized User prior to granting access to them. For
all third party Authorized Users,including Client Consultant Rated in Section 8.15 and any successor appointed by Client,
Client shall provlde.Viveras with a copy of the Business Associate Agreement between Client and the third party or
alternatively shall request that third party execute the Wares,Confidentiality Agreement. Client third parties will not be
given access to the Softwara without one of the above referenced agreemariM The Authorized laser will continue having
access to the Software for the Term of the Agreement unless Cdent notifies Worse,In writing,that authorization has
been revoked.
6.2 License to Viverae Materials, All materials other than Member Reports,Employer Reports,and date-specific marketing
materials available to Client through the Software,any Worse webs tes,or any materials/content provided by Viveras
(collectively,"MyVlverae`"Materials'or"Matedats")are licensed to Client Mverse hereby grants Client a personal,
nonexclusive,non-transferable license to use the Materials solely for the purposes of the Services provided under tills
Agreement(the"Materials Llcense`)..Client shall not distribute,alter or use the Materials for any other purpose. Client
shall treat all such Materials as Confidential Information as defined In Section 7.of the Agreement Upon the termination
of this Agreement Client shall discontinue use or distribution of all Materials or,if requested by Viverae,return or
destroy all such Materials to Viverse,
The Software License and Materials License are together referred to herein as the"License."
6.3 License Exclusions. Except as expressly authorized herein,Client shall not•
6.3.1 use the Software or any Materials except as authorized pursuant to this Agreement
6.3.2 cause or permit modification,reverse compilation or reverse assembly of aft or any portion of the Software or
otherwise attempt to learn the source code,structure,or algorithms underlying the Software;
6.3.3 copy or otherwise reproduce any portion of the Software or the Worse Materials contained therein,except to the
extent necessary for Client to use the Software and such MyViverae Materials for their intended purpose,as set
forth in this Agreement or;
6.3.4 distribute,disclose,market rent lease,transfer,or provide of permit access to any third party any portion of the
Software or the MyViverae Materials;
6.4 Link.Agreement. Viverse grants Client a limited,non-exclusive,rion transrarrable,non-assignable right to establish a
link to MyViveme. Client and Its Members shall use MyViverae only for the purposes expressy,described in this
Agreement and subject to the restrictions set forth In this Agreement.
6.5 Proarietary Ricthts. Subject to the nonexclusive License granted in Sections 6.1 and 6.2 hereof,Viverae retains all right
title,and Interest Including without limitation any and all copyrights,trade secrets,patents,trademarks,service marks,
and all other proprietary rights in and to the Software and all of Vlverae's Confidential Information(as defined in Article
7 of the Agreement).
Can[rnc%Pic. '0i?4
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6.5.1 Terms of Use. In addition to the terms and conditions set forth in this Agreement,use of the Software by Eligible
Members shall be subject to the"Terms of Use"statement provided on,and accessible through,the Software
and which,by this reference,are specifically incorporated herein. Before the first usage of the Software,the user
shall be required to agree to and comply with the Terms of Use provision before being granted access to the
Software.Viverae reserves the right from time to time to modify the terms and conditions of the Terms of Use
provision,and the continued use of the Software after the date of any such modification shall be deemed
consent thereto.
6.5.2 System Requirements. Use of the Software is available solely via the internet. Authorized Users must,at their
own expense;have access to all equipment,hardware,software and the like,necessary to connectto the
Internet In order to be able to access and use the Software.
ARTICLE 7:CONFIDENTIALITY
7.1 Confidential Information. All written,electronic,or oral proprietary or confidential information or documentation
received by a Parry hereto(the"Receiving Parry")from the other Party or trade secrets of the other Party(the"Disclosing
Party")shall be deemed to be the Disclosing Party's proprietary and confidential information("Confidential Information")
including information disclosed prior to the effective date of this Agreement but disclosed in anticipation of its execution
or the Services contemplated herein.Confidential Information includes any and all information,know-how,and data,
technical or non-technical,whether written,graphic,or oral,furnished by either Party or on its behalf,to the other,that is
confidential and proprietary or is treated as such by the Disclosing Party and shall include without limitation(i)content
contained in or derived from the Software,VHMS,and MyViverae,including all source code,object code,executable
formats,files,modifications,processes,and any and all derivative works of the Software,VHMS,and MyViveme III)
financial information,pricing information,trade secrets,intellectual property,Ideas,concepts,designs,research and
technical Information,business and operational policies,processes,procedures and strategies,business plans,and
system design.and operating specifications;(111)other Information disclosed in writing bythe Disclosing Partyand
marked as proprietary,confidential,or with a similar designation;(iv)other information disclosed in writing that the
Disclosing Party,within thirty(30)days of disclosure,specifies in writing as being Confidential Information;and(v)other
information disclosed orally or not in a tangible medium of expression that the Disclosing Parry,within thirty days of
disclosure,describes and specifies in writing as being Confidential Information. Confidential Information does not
include information which,at the time of its disclosure,is in the public domain or which,after disclosure,becomes part
of the public domain by publication or otherwise through no action or fault of the receiving Party.The Parties agree and
covenant as follows:
7.1.1 Ownership,All Confidential Information furnished,disclosed or exchanged is and shall be considered for all
purposes to be the property of the Disclosing Party.
7.1.2 Disclosure.The Receiving Party shall comply with this Article 7 using at leastthe same degree of care as used
to protect its own Important confidential or proprietary information,but in any case using no less than a
reasonable degree of care.The Receiving Parry may disclose the Disclosing Party's Confidential Information to
its and its affiliates'employees and independent contractors who have a need to know such information and
who agree to protect the Confidential Information from unauthorized use and disclosure under standard
provisions of employment or under the terms of a written agreement containing restrictive covenants at least
as restrictive as those set forth herein.
To the extent allowed by law,including applicable public disclosure laws,the terms and conditions of this
Agreement shall be considered the Confidential Information of both Parties. Confidential Information shall not
include material,data or information which is known to the Receiving Parry prior to the disclosure by the
Disclosing Party,which is generally available to the public or in the Industry,or which has been obtained from a
third party(which,to the Receiving Party's knowledge,has a right to disclose the same).Except as
contemplated by or required to perform its obligations underthis Agreement,the Receiving Party shall not,
either directly or indirectly,use or disclose to any third party any Confidential Information withoutthe prior
written consent of the Disclosing Parry.The Receiving Parry may disclose Confidential Information:
(1) as required by any court or other governmental body(provided it shall give the Disclosing Party prompt
notice,prior to the disclosure,so that the Disclosing Parry may take steps to oppose such disclosure);(I)
as otherwise required by law;(111)to legal counsel of the Parties;(iv)in connection with the requirements
of an Initial public offering or securities filing;(v)in confidence,to accountants,banks,and financing
sources and their advisors;(vi)in confidence,In connection with the enforcement of this Agreement or
rights under this Agreement;or(vii)in confidence,in connection with a merger or acquisition or proposed
merger or acquisition,orthe like.
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7.1.3 Survival. The provisions of this Section 7 shall survive termination of this Agreement.
ARTICLE - GENERAL TERMS
8.1 Independent Contractors, The Parties enter into this Agreement as Independent contractors,and nothing contained In
this Agreement will be construed to create a partnership,joint venture,agency,or employment relationship between the
Parties. Additionally,under no circumstances shall the employees,agents,or subcontractors of one Party be considered
employees or agents of the other Party.
8.2 Non-Solicitation of Personnel.From the date hereof until one(1)year following the termination of this Agreement,the
Parties agree that they will not engage In any activities that would cause either Partyy s personnel to leave the
employment of the other,without the prior written consent of the other Party,that includes but Is not limited to:(1)
directly sotiplting or employing for full-time or part-time work with the other Party or.on behalf of a third party or,(If)
soliciting or accepting employment applications directly or from a third-party,from the other Party's personnel.If it
appesrs that one Party Is(or threatens to be)in viplatlon Of this commant,the other Party shall be entitled to injunctive
relief to restrain the first Party from further violation.Neither Psrty shaft be prohibited by this provision from pursuing
other remedies,Including a claim for losses and damages,or termination of this Agreement for cause.Nothing
contained herein will prevent a Party from hiring any employee who responds to a general hiring program conducted in
the ordinary.course of business and not specifies fly directed at such employee.
8.3 Service:Modificatlon. VIverae reserves the right to make modifications to the Services outlined below for the express
purpose of continuously Improving the effectiveness and or efficiency of the Services. Viverae will provide written notice
to Client of any material modifications.
8.4 Business:Associate Status, The Parties acknowledge that in providing the Services specified In this Agreement that
V verse is the Business Associate and not a Covered Entity under HIII and that the Pardee have entered or will enter
Into the Business Associate Agreement(6AA)as a condition of this Agreement.-Viverae's BAA Is attached hereto as
Exhibit.S. '...,..
8.5 CombHance with Laws. Viverae agrees that all Services provided pursuantto this Agreement shall be performed In
compliance with all applicable federal or state laws,rules and regulations,
8.6 Indemnification. Viverae agrees to Indemnify and hold harmless Client,and Its directors,officers,employees,and
agents from and against any and all claims,actions,or liab)gdes which maybe asserted against them by third parties
determined to have arisen out of,or in connection with,the tortious acts or.omissions of Viverae,its directors,officers,
employees or agents in providing services under this Agreement. Client agrees to indemnity and hold harmless Viverse,
and its directors,officers,shareholders,employees and agents,from and against any and all claims,actions,or
liabilities which may be asserted against them by third parties determined to have arisen out of,or In connection with,
the tortious acts or omissions of Client,Its directors,officers,employees,contractors or agents under this Agreement
The Parties agree to provide prompt written notice to the other Party of any claim or circumstance that likely will give rise
to a request for indemnification. Neither party's IiabFlity under this Agreement or the BAA will exceed the greater of(a) '..
the amount deemed covered by the limits of Insurance required by this Agreement or(b)the amount paid to Viverae by
Client in the twelve(12)months preceding the event gking rise to the claim far Indemnification.
8.7 Intentionally omitted.
&a Applicable Low.The validity of this Agreement and any of its terms and provisions or the Parties'rights and duties shaft I,
be Interpreted and enforced In accordance with the laws of the State of Washington subject to the venue,rules,and
jurisdiction of the King County Superior Court without regard to Its principles of conflict of laws. Any dispute or claim
from this Agreement shall be resolved exclusively in the federal or state courts of the State of Washington.King county,
and the Parties hereby Irrevocably submit to the personal jurisdiction of said courts and waive aft jurisdictional defenses
thereto.
&9 Mediation. If any dispute arises out of or relates to this Agreement,Including any dispute by and between Viverae and
Client and,If the dispute cannot be settled through negotiation,the Parties may,upon mutual agreement,settle the
dispute try mediation before rosorting to litigation. The mediation shaft be conducted in a mua,ally agreeable location
with a mediator who is agreeable to each of the Parties to the dispute. The mediation shall be conducted in accordance
with the mediator's rules. The fees,posts and expenses of the mediation will be bore equally by the Parties. Each j
Party wilt also bear the fees and expenses of its awn counsel. This mediation clause shell survive the termination of this
Agreement.
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VIVERAE
8.10 Attorneys'Fees. In the event negotiation or mediation is unsuccessful,if either Party is then required to obtain legal
assistance to enforce its rights under this Agreement,or to collect any monies due hereunder,the prevailing Party shall
be entitled to recoverfrom the other Party,in addition to all other sums due,reasonable attorneys'fees,court costs and
expenses,if any,incurred enforcing its rights and/or collecting its monies.
8.11 Force Maieure. Neither Client nor Viverae shall be deemed to be in default of any provision of this Agreement,or for
failures in performance,resulting from acts or events beyond its reasonable control. Without limitation,such acts may
Include acts of God,civil or military authority,terrorists,civil disturbance,war,strikes,fires,other catastrophes,labor
disputes,parts shortages,or other events beyond the Parties'control If a Party's non-performance under this section
extends for thirty(30)days or longer,the Party affected by such non-performance may terminate this Agreement by
providing written notice thereof to the other Party.
8.12 No Waiver. The failure of either Party hereto to enforce at anytime any of the provisions of this Agreement,or the
failure to require at any time performance by the other Party of any of the provisions of this Agreement,shall in no way
be construed to be a present or future waiver of such provisions,nor in any way affect the validity of either Party to
enforce each and every such provision thereafter. The express waiver by either Party of any provision,condition or
requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision,
condition,or requirement.
8.13 Assignment. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the
prior written consent ofthe other Party,except that a merger,acquisition,change in control,change of ownership or a
majority interest,or the sale of a significant portion of the assets of either Party shall not constitute an assignment or
delegation hereunder.Notwithstanding the foregoing,this Agreement will apply to,be binding in all respects upon and
inure to the benefit of the successors and permitted assigns of the Parties.Nothing expressed or referred to in this
Agreement will be construed to give any Party other than the Parties to this Agreement any legal or equitable right
remedy or claim under or with respect to this Agreement or any provision of this Agreement,except such rights as shall
inure to the successors and assigns of either Party permitted under the first sentence of this section.
8.14 No Third Party Beneficiaries. Viverae and Client intend that this Agreement will not benefit or create any right or cause
of action in or on behalf of any person or entity other than the Parties.
8.15 Notices. Any notice or demand required under this Agreement,other than rate adjustment or renewal notices,will be In
writing,will be personally served or sent by certified mail,return receipt requested and postage prepaid,or by a
recognized overnight carrier which provides proof of receipt,and will be sent to the attention of pemon(s)at the address
specified below. Rate adjustment notices or renewal notices may be provided by standard commercial means,including
e-mall and/or facsimile transmission.
Client: City of Kent,Washington Viverae,Inc.
Attn: Becky Fowler,Benefits Manager HR Attn:General Counsel
Address: 220 Fourth Avenue South Address: 106TO N.Central Expwy.,Suite 700
City,ST,Zip: Kent,WA 98032 City,ST,Zip: Dallas,TX 75231
Phone Number: 253-856-5290 Phone Number:214-827-4400
Fax: N/A Fax:469-3983405
Email: BFowler@kentwa.gov
With copyto: CLIENT CONSULTANT*
Name N/A Company
Pfbne Number ` 'Fax Number
E-Mall ,StrebtAddress
8
Gunrrat fd 1084_
r
/ R.r°�.
City. StateZIp
*Client Consultant Is designated an Authorized User of the Software and is granted Restricted aroiterAccess
Invoices will be directed to Client contact listed above.invoices will not be directed to any third parties for payment unless
specMcallyagreed to herein in writing.
8.16 Headings. The headings of the sections and subsections of this Agreement are for reference only and will not affect in
any way the meaning or Interpretation of this Agreement
8.17 Severabllity.In the event that one or more of the provisions of this Agreement is deemed Invalid,unlawful and/or
unenforceable,then onlythat provision will be omitted,and will not affect the validity or enforceability of any other
provision;the remaining provisions will be deemed to continue in full force and effect '...
8.18 Survivability of Obligations.All provisions of the Agreement that impose continuing obligations on the
Parties,Including but not limited to the warranty,indemnity and confidentiality obligations of the Parties,
shall survive the expiration or termination of the Agreement.
8.18 Entire Contract:Counterparts. This Agreement and the Schedules,Attachments and Exhibits hereto constitute the
entire contract between Client and Viverae regarding the Services to be provided hereunder. If the terms of any exhibit
conflicts with the terms of this agreement,the terms of this agreement shall control.-Any agreements,promises,
proposals,negotiations,or representations(whether written,oral,express,or implied)which are not expressly set forth
in this Agreement are of no force or effect. This Agreement may be executed in any number of counterparts,each of
which will be deemed to be the original,but all of which shall constitute one and the same document. No amendments
to this Agreement will be effective unless made in writing and signed by duly authorized representatives of both Parties.
The Parties acknowledge and agree that the execution and delivery of this Agreement by facsimile or e-mail
transmission shall be valid and binding.
Attachments:
Attachment A—Viverae Service Specifications
Attachment B—Bllling and Payment Schedule
Exhibits:
Exhibit A—Definitions
Exhibit B—Business Associate Agreement
IN WITNESS WHEREOF,by placing their duly authorized signatures below,the Parties hereby agree to be bound by the terms and
condltlons of this Agreement as of the Effective Date.
Client City ofFeat;-Washingtan Viverae,Inc.
d
Nam: Suz e Coo a Na e: Michael K.Lamb
F i
Title Mayor Title:President&CEO
i
Date: .,� 7rr; Date:
hilt. iir=7 :
IVERAE
AttachmentA
V9VERAE SERVICE SPECIFICATIONS
Chant has selected the following Services.The fees for selected Services are listed in the Billing and Payment Schedule. Any modifications or
adjustments to the standard reports,programs,materlals,of otter dehverabtes shall be subject to addsaenal fees including,but not limited to,an
hourly rate of$125 per hour for tkem estimated to accommodate the Client requested custdmlaetlon.Standard'shall be defined as provision of
Services and other deliverables in the mariner,frequency,and format that is customary for Viverae in the normal course and scope of Its
busirtess.Products or Services not.axpres*hatted In Attachments A and/or B are not included.
SQLLMONS:
WELLNESS.
MyVrveraw.
• Clients may choose from program elements including Health.Profile,Cam,Education,Activities and Outcomes. Members can access
program resources and tack their progress with MyVlverae.
Headth Proms Care Education Activities Outcomes
• Member Preventive Care Targeted Peer Challenges Health Some Bonus
Health Compliance Programs Employer Health Metric Bonus
Assessment Online Courses Challenges Outcomes Metrics
('MHA') • webinars • Healthy Events Tobacco
• Screening App&Device Steps
• Incentive Design:design developed with guided flexiblkty.
• Online Portal Access which includes Member Portal,Employer Portal,and Mobile Access.
• Unlimited Inbound access to Member Services.
• Support from Client Services town:
o Program checkup/status calls
a Annual program planning
o Census file:self-managed or Viverae-amnaged through owsus file feeds(fees may apply for self-managed clients who require
additional census data imports after primary feed,for rmn-standard certws imports,or for census format changes;also
refererce'Safrromaged Census Import','NonStendmd Census Import',and'Census Format Change'below)
• Online MHA Telephonic and paper MHA available form add"HWnal fee.
• Program resources available to members may mciude questionnaires,online targeted programs,onikre courses and online health
web(nws.
o Members new the ability to Indicate a language preference for English or Spanish within MyV(veree in select areas. Additional
fees apply for the translation of unique components to each client's program:events,challenges and progrwn design for each
effent's Program Year(see'MyYbreme Spanish Translation"beia).
• Reports included:
o Member Log-In,Participation,Engagement Activity and Chahange Participation Summaries available through the Employer
Portal of MyVIverae.
o Metrics on Demand. Reports which are available to Client through MyViverae 24 hours a day and 7 days a week(subject to
MyViveme downtime for maintenanoe).Reports hclude aggregate risk and participation data available in the Employer portal
of MyV'werae. It can be viewed or compared with the ability to finer based on hdcmmtion Provided in the census file.
Aggregate reporting may include biomeuic risk factors,lifestyle risk factors,preventive services,population overview,and
participation. Filters may Include relationship,gender,location,employee Gloss,employee state,health plan covered,
employment status,and age. PDF reports maybe generated applying the selected series and filters.
o Post Assessment Report('PAR')
• Cohort Population Summary-an annual report that compares a group of members,acohort population,between consecutive
years. This cohort population most have completed a MHA,a blerteiric screening and also generated a Health Score In
consecutive years. Year 2 and beyond.
n: incentive Report-provided weekly and Identifies which participants have qualified for the incentive with a points or yes/no file.
a. Thase reports may change to support additional functionality.
10
i:matrar.let. '(;r.Y=;
I
VIVERAE
• Unlimited inbound access to the Viverae Health Center and team of Health Professionals during Normal Business Hours
(7am-7:30pm M-Th CST and 7am-6pm Fridays CST). The Health Center Is not open on holidays.
Standard Communications:
• A standard tool kitwlth offline communication templates Is provided to enable clients to create member awareness and promote
wellness program engagement.The templates provided are designed to be turn-key and may Include letters,fliers,postcards and
emails.
o Offline communication templates are provided In English and are designed to allow clients to make limited modifications.
o Upon request,offline communication templates are available in Spanish,without modification.
o Translation services are available by contacting Viverae's preferred vendors.The list of preferred vendors will be provided
upon request.Additional fees apply
o Viverae reserves the rightto revise and remove offiine communication templates In the standard toolkit,
• Custom Communications '..
o Custom communications services Include,but are not limited to,the creation of letters,fliers,postcards,emails,manuals,
videos,wellness logos,newsletters,calendars and any other material not Included in the Viverae standard toolkit.
o Custom communication services are available by contacting Viverae's preferred vendors.A list of vendors will be provided
upon request Additional fees apply..
o Upon request,Clients may receive one(1)Custom URLfor theterm of the Agreement.Fees may apply.
• Viverae reserves the right to update as new features are introduced.Cam municatlons materials are provided in English only except for
the turn-key communications items which are available without modification in Spanish.Translation services are available by
contacting Viverae's preferred vendors.The list of vendors will be provided upon request.Viveme's preferred rate will be provided. j
o. Viveae reserves the right to update as new features are Introduced.
BIOMETRIC SERVICES
On-SitoBlometrit Screenings
o Collection of blood sample through finger stick or venipuneture.
o Lipid Profile(including total cholesterol,HDL,LDL,trlglycerides,and cardiac risk ratio);glucose test;blood pressure test;body mass
Index;waist circumference;height and weight Subject to testing restrictions In certain states.
o Finger stick screenings will include on-site consultation.Venipu nature screenings will not include on-site consultation.
o Adchlonal tests may be purchased for an additional fee,
o Events greater than S hours will be Increased to 75 participant minimum.
o Online,telephonic and paper sign-ups available.
n Client will be responsible ferthe difference in the per participant cost resulting from use of third party vendors requested by Client.
o Screening pricing is valid for one year and Viverae reserves the right to Increase rates on an annual basis. Price increases will be
capped at 10%of the previous year's fees,
Lab Scregbs fmg LabC-0Im
a Testing Is performed at third party lab designated by Vlveras and will provide data on glucose and Upild Profile. Venipunctum only.
Additional tests may be purchased for an additional fee.
o Client is responsible for ensuring that all values required for a Health Score will be provided to Viverae by the Member including
height,weight waist Circumference,and blood pressure and Eligible Members may be required to self-report such Information.
c An additional fee applies for clients that went LabCorp to validate height weight and blood pressure. This service is not available at
all lab locations and it Is the membei s responsibility to determine If he/she goes to the appropriate factilty.
PhVslciaq b Forms
o Forms containing member biometric data is sere directly to Wverae from the member or third party authorized by the Member.
a Client Is responsible for ensuring that all values required for a Health Score will be provided to Viverae Including height weight waist
circumference,and blood pressure.
o Forms must be signed by the health care provider and/or laboratory before Worst can accept the Physician Lab Form.
VIVERAE ENHANCERS:
Ann&Device late setion.
o Members with select applications and devices("Third Parry Applications")will be able to sync within MyViveme. Applications and
devices that can be supported by MyViverse subject to change at any time.
a Client and Client members are subject to any warranties,terms,and terms of use specified by the manufacturer or supplier of the
select devices and Viverae Is not responsible for any product defects or resulting damage.
o Viverae Is not responsible for the discontinuance,malfunction,or other fallure of a Third Party Application. I
a This service Is provided at no costto cllent. Subject to availability and maybe discontinued at anytime.
Gn�tract bra 1�FfL3
VIVERAE
a When feasible,notice will be provided to members regarding any disruptions or discontinuing devices and/or apps.
SMS Text Measadina
o SMS predefined text messages aretriggered by pre-defined key engagement touch points throughoutthe Program Year.
o Members opt-in to this service by providing their cell phone number and acknowledgementthet messages will be sentto the number
that they provide and standard message and data fees apply. Members may opt out at any time.
o Additional SMS services to be scoped and additional fees may apply.
o This service Is provided at no cost to Client Subject to availability and maybe discontinued at anytime.
Digital Cmnmunlcations
o Standard digital communications may include but are not limited to email,SMS and push notiflcations.
o This service is provided at no costto Client Subjectto availability and may be discontinued at anytime.
Financial Wellness SSO
o. Wverae has partnered with a third party that is a provider of fmanclal wellness services,to provide integration capabilities that
include financial health assessments,interactive education couraas,and tracking tads for goal attainment('Financial WBdness
Senses').The vendor may also otter other services mokx %calculators and dashboards. Only the financial health assessments
and financial educational tools may be incorporated into the Client program design under this Agreement
a With the purchase of Financial Wellness,a Client's employee population will access to the Financial Wellness Services.All tools and
resources can be accessed via SinglerSign-On(SSO)from the MyVlverae portal.
•. Client autharkes and direbts V Wwae to provide the financial wetness partner with the following information from the Census
E{igibilly We for purposes of the SSO capability. Employer fit,Member ID,Member First Name,Member last Name,Member Date
of Birth and other information that Is reasonably requested.
The third party financial wellness provider Is the provider of the Financial Wellness Services and Viverae makes no representations
or warranties as to the third party financial wellness party's services. Client and Client members wig be subjectto the terms,
conditions,and warranties as they pertain to any services provided by the third party financial wellness provider and Ywerse"I
not be held responsible for their services.
o Viverae reserves the right to substitute the financial wellness partner at any time In Its discretion with advanced notice to Client.
12
I
i
VIVERAE
Attachment B
BILLING AND PAYMENT SCHED„�ILE
Client acknowledges that the rates quoted are based on the number of Eligible Members at time of signing. In the event of an
Increase or decrease(of 10%or more)in Client's population,which moves Client to a different tier level of pricing,Client's
monthly rate will automatically be adjusted to reflect the then current rate for the applicable tier,Client has the ability to upgrade
the Core Products at any time. Upgrades may be subject to a set-up fee. Client understands that any restructuring of Its
program,including the Incentive Design may require an upgrade in service.Service downgrades shall not be permitted.
Launch Date>. : 'OV0112017 n/®'; '
Implementation Period 0912912016-011OV2017
Progrem yasr.t 01/Ol/2017-121311201 7
Estimated Program Years Program Year2: 01/01i201a-12/3W2014 VIA
Peo"mYear3:OV0112019-12/3W2019
ENgtble Member Definition All Employees andspousea,. Iva
Estimated Eligible Member. $50 Eligible Employee Members e/a
Count -300 Efaible Spouse Members
a '
Rate Per employee Eagmfe Memberpermomh/Rate parspouse Eligible Memberper
month
Wellness -E1.7ss monthly minimum bill < $3.10/$065 `.
-allied and payable one month In advance'.
Agireed Upon price terms locked in for years
App&Device Integration; SwAttacnmentA Walved
SMS Text Messaging . -See Attachment A Walled.
Digital communications. SeeAtrscam"A WaWed.
-Rafe per Part(o(pent foronShe or LabCorp
-OnSge Screenings are post-Mifed on a anew basis based an the greater of-;
(a)ACtuatpadPolpstion
fb)85%aline espectetlpert/efpatfsn(oaxdon Me ScreeningP/an)orf 'I
On-siteBiometric Screening (c)thirty-me(35)Participants per scveenmgEvent $59.95
-Travel and Ekpense5-INCLUDED-subject to paragraphs 4.8 and 4.9 ofthe Agreement
-Parthelpaet minimum Increased to 75 for events that are greater than 8 hours,
-Addttlonal lees may apply to add/tlanal tests outside o/the standard bbmevics a/prany
asdglonat tests conducted by Local Draw Station lot complete biometric results such as
but not llmfted to Direct L01.tests.
-Rate Per employee Elg/bie Member per month/Rate per spouse Ellglbie:Member per
Financial Wellness month $0.95/$1116
-$450 Mondry mmlmum.bJU
-allied and payable one month In advance
Physician Lab Form -Ramparibmt
LDIt)epDsft -Due upon stgning Lederollntent
.0"tone mon-a(undabie payment tobe spotted to the set4isRe $9vT50
Set-Up Fee -Due upon coramat signing. $3,750
-one-Rme payment
-Due upon contract sorimil
-mpludes JIM month's PEPM Fees based on total Eligible Member count atconvect signing.
First Month Program Fee -Applled during nratyearoraervice TBD
Seowid moath's payment due on the 10 of the month followtng the launch Date.
Subsequent Payments will be adjusted based current Census EllgfbllhyF(m
•Duo upon MUTMO U a/gnh+g>
,Screening Deposit -25%ofeoalVWbile Member coantat contract Signing TBD
-Applled daring ibstywrofaervlce
13
Cuntr�ct No- L,2�:v
VIVERAE
-Walk-in only Screening Events are billed the greater of: a)actual participation,b)75%of the Eligible Member population,or c)70 participants.
"*The initial invoice will be based on the total Eligible Member population and is not broken out by division or location unless otherwise specified
in this Agreement.
14
Olvac;:Nc. :0343
MVERAE
EXHIBIT A
DEFINITIONS
Agreement means the Master Services Agreement("MSA")entered Into by Viverae and Client,Inclusive of all applicable
Attachments,Exhibits,Terms of Use,and any modifications thereto.
Annual Service Period means the period beginning on the Launch Date and continuing for twelve(12)months.Also referred to as
Program Year.
Assessment Period means the period beginning with the Launch Data and ending as agreed by the Parties during which time
MHA's and Blometric Screenings are administered and Screening Events are conducted. The Post-Assessment Report shall
contain the data provided and/or collected during the Assessment Period,orfor a period extending beyond the end of the
Assessment Period if agreed.
Authorized User means a person who is authorized by Vlverae to use the Software website. Authorized Users include Client
personnel acting in their capacity as Client representatives,Eligible Members,Eligible Spouses,Participants,and third parties as
agreed to by the Parties.
Biemetrlc Screening means a service provided by Viverae or a third-party that Includes the collection of blood via finger stick or
venipuncture and/or the collection of certain other bicmetric data Including height,weight,blood pressure,lipid panel,glucose,
and waist circumference. For Eligible Members notable to attend a Screening Event(s)at Client's Worksite,Viverae and/or Client
may direct such Eligible Members to a thlyd-party Local Draw Station. In such cases,only blood work will be performed and other
Blometric Values such as blood pressure and height,weight,and Body Mass Index("BMI")may be Self-Reported. Low-density '...
Lipoproteln("LDL°)and Triglyceride measurements are excluded from on-site screenings in states that do not test for those
results.
Census Eligibility File means a data file listing of persons Including all of the data fields necessary for a person to be identified as
Eligible Members of Client that meets Viverae's Census Eligibility Management Specifications.
Census Eligibility Management Specifications means the guidelines and any conditions provided by Vlverae that are associated
with the electronic file transfer via Secure Server of Census Eligibility Files.
Claims Integration Report is the use of medical and pharmaceutical claims data to compare the healthcare costs of participants
In the Viverae program versus non-participants across several categories:risk stratification categories,service category
utilization,demographic analysis,and preventive care utilization. Any third party costs associated with the acquisition of claims
data(e.g.,carrier,TPA,data mapping,etc.)will be the sole responsibility of the Client.
Cllnlcian(s)means Viverae Health Professionals who interact with Participants for purposes of Health Management,Including
Registered Nurses, Registered Dieticians,physicians and other health care practitioners.
Comoensatlon means all monies due and payable to Viverae under this Agreement.
Consent Form means the required form as provided by Viverae that must be executed by Eligible Members who desire to become
Participants.
Disease Management means a program under which Viverae Clinicians will seek to engage Eligible Members identified with a
targeted chronic condition In receiving Information ralevantto evidence based medical standards regarding treatment,
consultations,testing and medication protocols as generally accepted by the medical community,to encourage consultation with
appropriate medical providers and care management plans and collaboration with a member's physicians regarding same,
Electronic File Transfer means the uploading or downloading of data files via the Viverae Secure Server or other host or server
that may be listed in a Service Schedule.
Eligibility Record means an electronic record maintained in the Software containing the minimum necessary census information
for a person to be identified as an Eligible Member.
Eligible Members means those benefit eligible employees,non-benefit eligible employees,spouses,dependents,or domestic
partners as defined In the Billing and Payment schedule.
Employer Portal means that portion of the Software available to Client for purposes such as entering,adding,and terminating
Eligible Members,viewing Aggregate Risk Factors Information and Participation Metrics,and other features that may be specified
in applicable Service Schedules or that may become available in the future. Employer Portal Access is limited to employees of
Client who have a need to access the Software for purposes of the Services under this Agreement.Full Participant means an
15
Cact[aGt IJa, 1:J243
MVERA
Eligible Member who has completed both an MHA and a BiomatrW Screening in the current program year resulting in a valid
Health Seem.
Health.Professionalfs)means Vwerae Personnel who interact with Participants for purposes of Health Management,Including
Health Coaches,Clinicians,Screening Specialists and Health Special .
MarM PJah Factors means Lifestyle Data and/or Someone Values deemed to pose health risks to Participants,as generally
accepted by medical and/or health practitioners.
Haan Sam means a numeric wore that reflects an analysis of Me composite Lifestyle Data and BWmetnc Data,weighted
based on proprietary risk assessment algorithms,and Indicating a relative state of overall.health. A Health Score is available only
when all required Lifestyle and Bwrnatric Data fields are complete and valid in the Software.
Health.Statue..Factor has the meaning ascribed in either or both the Health Insurance Portability and Accountability Act of 1996
('HtPAA")and the Cede of Federal Regulations('CPR')as desedeetl in the HIPAA non-discrimination rules published December
13,2006at 26 CFR Part 54,29 CFR Part 2590,and 45 CFR Part 146.
ImWallstdatien.means the process of preparing to deliver Services under this Agreement that occurs between the Effective Date
and the Launch Date.
Implementation Period means the period between the Effective Date and the Launch Date for Services.
Incentive Design means the incentive program design provided by viiverae,which includes pre-assigned components and point
value,and includes the general population,new hlres and pregnancy programs.
Incentives Management means the process of tracking and evaluatktg the participation In activities or offerings and/or
completion of a combination of requirements necessary to determine whether a Member has qualified for an incentive,and the
reporting associated therewith.
Incentive Revert means a points file provided to Chem once per Program Year at the end of the Program Year which indicates
which Eligible Members have qualified for the Client specified Incentive.
Incestbafs).Reward means a financial inducement arranged,provided and/or funded by Client designed to encourage Eligible
Members to become Participants and may include,but is not limited to,payroll deduction premium credits or surcharges,cash,
paid time off,and gift cards.
Incentives.Management means the process of tracking and evaluating the participation in activities or offerings and/or
completion of a combination of requirements necessary to determine vebether a Member has qualified for an incentive,and the
reporting associated therewith.
Interactive.Frtaaaettteni means electronic communication with Eligible Members and Participants driven through the Software via
is-mail or Secure Messaging.
Launch Date means the date during the first year of this Agreement upon which Eligible Members may first access,use,or enroll
In Health Management services available under this Agreement Inolutllrtg use of the MyOverae website, in subsequent Annual
Service Periods,the Launch Date for new MHA's and/or Blamable Screenings will be the same date as the previous year.
Lifestvie Coe ahkitTelephonic outreach or Secure Messaging targeting Eligible Members and Participants performed by V verae
Heath Professionals.
Local Draw Station means an Independent facility to which Client and/or Worse may direct Eligible Members to have blood
drawn as pert of a Blamable Screening. Laval Draw Stations provide venipuncture Wed work only.
Member means a person with a record maintained in MyMverae. See the following terms: Eligible Member,Eligible Spouse,Full
Participant and Participant
Member.Health.Assessment I"WWI means Viuerae's proprietary health risk assessment questionnaire.
Mambar.Health.Report means a report available to Participants that provides an assessment of,and Information concerning,
Health Risk Factors including if available,a Health Score,based on the answers and/or Blamatdc Values provided by or obtained
from a Participant who has completed an MHA and/or Blemetdc Screening.
Normal Business Hears. For purposes of On-Site Services and the Health Center,normal business hours are 7 a.m.7;30p.m.M-
Th CST and 7 a.m.-6p.m.Fridays CST. For purposes of Screening Events,normal business hours are 6:00 a.m.Monday through
6=pan.Friday based on the Client location. Normal Business Hours excludes Federal and Viveras holidays.
Outreach, Telephonic or secure message to members
Participant means an Eligible Member or Eligible Spouse who elects to participate in any of the Vivefae services available under
this Agreement.
PF,Mmeans per Benefit Eligible Member per Month or per Eligible Spouse or Neriaenefit Eligible Employee per Month.
16
31 VE 18 E
Post-Assessment Report means a report of the Aggregate Risk Factors Information available from either or both of all MHA's and
Biometric Screenings completed by Eligible Members.
Premium Travel Charges means charges associated with either(1)travel arrangements not agreed to and finalized at least
twenty-one(21)calendar days in advance of any On-Site Service or Screening Event,or(2)travel arrangements associated with
Premium Travel Dates.
Premium Travel Dates means the dates requested and agreed to by Client and Viverae that occur during peak travel perlods,as
generally defined by the airline and/or travel industries,and may include but are not limited to times such as the weeks of
Thanksgiving,Christmas,New Year's,Spring Break,and July 4m.
Screening Plan means the locations,dates,times,travel and other arrangements necessary to plan and successfully provide a
Screening Event
Screening Specialist means Viverae Health Professionals who interact with Participants,with an emphasis on performing
Biometric Screenings.
Secure Message/Messaging means communication between Participants and Viverae Health Professionals via MyViverae.
Self-Reported means either answers provided via the Viverae MHA or Biometric Values provided by a Participant that were either
not collected or not validated by Viverae or a third party.
Services mean the services and programs set forth in the Service Specifications.
Software Includes any all programs and operating information of Viverae including without limitation MyViverae,the Viverae
Health Management System,VCMS,and VXMS.
Standard means the provision of Services and other deliverables In the manner,frequency,and format that is customary for
Viverae in the normal course and scope of its business.
Targeted Program(s)means programs delivered via webinar that address a variety of health Issues Including but not limited to
Tobacco Cessation,Weight Management,Stress Management,Heart Health Awareness,and Diabetes Management.
Travel and Expense Charges means all costs associated with the travel performed by Viverae Personnel to and from Client's
Worksites for the purpose of delivering On-Site Services or Blometric Screenings,including but not limited to airrare,hotels,rental
cars,taxis,meals,per clams,equipment shipping,luggage fees,etc.,and all costs associated with contractors utilized by Viverae
to provide On-Site Services or Biometric Screenings. '..
Viverae Personnel means employees or contractors of Viverae,Inc.or its wholly owned subsidiaries.
Viverae Client Services means the Viverae Personnel primarily responsible for managing the Implementation and coordination of
ongoing Services deliverable under this Agreement.
Viverae Health Center means the collective team of all Viverae Health Professionals,their supportive environment,the Software,
and other resources used by Viverae in delivering Health Management services pursuant to this Agreement.Normal Business '..
Hours are 7am-7:30pm M-Th CST and 7am-6pm Fridays CST,excluding company holidays. '..
Viverae Secure Server means the server required to be used for Electronic File Transfers in accordance with the Viverae Census
Management Specifications.
17
^entre.cts;a. 105.1..-.
` IVERA
EXHIBIT B
Business s ciAgreement
This Business Associate Agreement(this"Agreement') is by and between City of Kent,Washington as plan sponsor
or agent of the City of Kent,Washington plan (collectively referred to hereinafter as The"Covered Entity")and
Viverae,Inc. ("Business Associate") effective as of the Effective Date of the Master Services Agreement ('Effective
Date").
RECITALS
WHEREAS, Business Associate provides certain services to Covered Entity that requires Covered Entity to
have access to certain Protected Health Information (defined below),and,in connection with those services,
Covered Entity may disclose to Business Associate,or Business Associate may create on Covered Entity's behalf,
Protected Health Information that is subject to protection under the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA;'found at Public Law 104-191), and certain privacy and security regulations
promulgated by the U.S.Department of Health and Human Services to implement certain provisions of HIPAA
and the Health Information Technology for Economic and Clinical Health Act(the"HITECH Act"j,as modified by
the Final Omnibus Rule effective as of March 26,2013 (collectively the"HIPAA Regulations") found at 45 C.F.R.
Parts 160, 162 and 164a
WHEREAS,Covered Entity is a"covered entity,"as that term is defined in the HIPAA Regulations;
WHEREAS, Business Associate is a"business associate"of Covered Entity,as that term is defined in the
HIPAA Regulations;and
WHEREAS, pursuant to the HIPAA Regulations,all business associates of Covered Entity,as a condition of
doing business with Covered Entity,must agree In writing to certain mandatory provisions regarding,among
other things,the privacy and security of Protected Health Information.
NOW THEREFORE,IN CONSIDERATION OF THE FOREGOING,and the mutual promises and covenants
contain herein,the Parties agree as follows:
AGREEMENT
1. Definitions.
Terms used,but not otherwise defined,in this Agreement shall have the some meaning as those terms in the
HIPAA Regulations.
(a) "Breach"means the unauthorized acquisition,access,use,or disclosure of Protected Health
Information,which compromises the security or privacy of such Protected Health Information,but does not
include circumstances excluded from the definition of Breach as provided in 45 C.F.R. 164.402.
(b) "Data Aggregation"has the same meaning as the term"data aggregation"in 45 C.F.R. 164.501.
(c) "Designated Record Set'has the some meaning as the term"designated record set"in 45 C.F.R.
164.501.
(d) "Electronic Protected Health Information"or"ePHI"has the some meaning as the term"electronic
protected health information"in 45 C.F.R. 160.103,limited to information created,or received or transmitted by
Business Associate from or on behalf of Covered Entity,
(e) "Individual"has the same meaning as the term"individual"in 45 C.F.R. 160.103 and shall include
a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g).
(f) "Limited Data Set'has the same meaning as the term"limited data set"in 45 C.F.R. 164.514(e)(2).
(g) "Notice of Privacy Practices"means a notice of privacy practices that complies with the
standards set out in 45 C.F.R. 164.520.
(h) "Privacy Rule"means the Standards for Privacy of Individually Identifiable Health Information at
45 C.F.R.parts 160 and 164.
1$
Ccnf.'&ia N,,. 1,-P4.`;
VIVERAE
(I) "Protected Health Information"or"PHI"has the some meaning as the term protected health
information"in 45 C.F.R. 160.103,limited to the information created or received by Business Associate from or on
behalf of Covered Entity.Protected Health Information shall include Electronic Protected Health Information.
(I) "Required by Law"has the same meaning as the term"required by low"in 45 C.F.R. 164.103.
(k) "Secretary"means the Secretary of the U.S.Department of Health and Human Services or his
designee:-_.-- _
(1) "Security Standards"means the Security Standards for the Protection of Electronic Protected
Health Information at 45 C.F.R.parts 160 and 164.
2. Obligations and Activities of Business Associate.
(a) Specific Uses and Disclosures. Except as otherwise limited in this Agreement,Business Associate
may receive,create,use,disclose,maintain, or transmit Protected Health Information to perform functions,
activities,or services for,or on behalf of,Covered Entity provided that such use or disclosure would not violate
the Privacy Rule or Security Standards if done by Covered Entity and as permitted herein. To the extent Business
Associate is carrying out any obligation of Covered Entity with respect to the HIPAA Regulations,Business
Associate shall comply with such requirements of the HIPAA Regulations that apply to Covered Entity in the
performance of such obligations.
(b) Administrative Uses and Disclosures. Except as otherwise limited in this Agreement, Business
Associate may use or disclose Protected Health Information for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate provided the disclosures are
Required by Law.
(c) Data Aggregation, Business Associate may provide Data Aggregation services relating to the
health care operations of Covered Entity.
(d) Other Business Associates.As part of its providing functions,activities,and/or services to Covered
Entity as identified in Section 2(a),Business Associate may disclose Protected Health Information,to other
business associates of Covered Entity and may use and disclose Protected Health Information,received from
other business associates of Covered Entity as if this information was received from,or originated with,Covered
Entity.
(e) Permitted Uses and Disclosures. Business Associate agrees to not use or further disclose
Protected Health Information other than as permitted or required by this Agreement or as Required by Law.
It) Safeguards for Protection of Protected Health Information. Business Associate agrees to use
appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided
for by this Agreement or as Required by Law.
(g) Reporting of Unauthorized Uses or Disclosures. Business Associate agrees to report to Covered
Entity,in writing,without unreasonable delay but no later than within ten (10) business days of Business Associate's
discovery,any use or disclosure,including Breach,of the Protected Health Information not provided for by this
Agreement.
(h) Content of Report of Breach. In the event of a Breach of Protected Health Information,Business
Associate shall provide Covered Entity a written report,without unreasonable delay,but no later than within
fifteen (I5) business days of Business Associate's awareness of the Breach. The report shall include:
(i) the identification of each Individual whose PHI has been,or is reasonably believed by
Business Associate to have been,accessed,acquired,used,or disclosed during the Breach;
(11) a brief description of what happened,including the date of the Breach and the date of
the discovery of the Breach,if known;
(tit) a description of the types of PHI that were involved in the Breach (I.e.,full name,social
security number,date of birth,home address,account number, diagnosis,disability code,or other types
of information that were Involved);
(iv) any steps that Covered Entity or the Individual (impacted by the Breach)should take to
protect himself or herself from potential harm resulting from the Breach;
(v) a brief description of what Business Associate is doing to investigate the Breach,to
mitigate harm to the Individual,and to protect against further Breaches;and
(vi) contact procedures for Covered Entity to ask Business Associate questions or learn
additional information from Business Associate,which shall include a telephone number,an e-mail
_.. address,and postal address.
19
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IVE AE
(i) Mitigation of Unauthorized Uses or Disclosures. Business Associate agrees to mitigate,to the
extent practicable,any harmful effect that is known to Business Associate,or one of its agents or subcontractors, -
of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this
Agreement or the HIPAA Regulations.
(j) Agents and Subcontractors. Business Associate agrees to ensure that any agent,including a
subcontractor,that creates,receives,maintains,or transmits Protected Health Information on behalf of Business
Associate or on behalf of Covered Entity,agrees contractually in writing to the same restrictions and conditions
that apply through this Agreement to Business Associate with respect to such Protected Health Information.
Business Associate agrees to ensure that any agent,including a subcontractor,to whom it provides Electronic
Protected Health Information agrees to implement reasonable and appropriate safeguards and security
measures to protect such Electronic Protected Health Information.
(k) Authorized Access to Protected Health Information. Business Associate agrees to provide
access,at the written request of Covered Entity,and in the time and manner(including,as applicable,in
electronic format or electronic copies)reasonably designated by Covered Entity,to Protected Health
Information in a Designated Record Set,to the Individual or to Covered Entity in order to allow Covered Entity to
meet the requirements under 45 C.F.R. 164.524.
(I) Amendment of Protected Health Information. Business Associate agrees to make any Protected
Health Information available for any amendments, and to incorporate any amendment(s)to Protected Health
Information in a Designated Record Set that the Covered Entity reasonably directs or agrees to pursuant to 45
C.F.R. 164.526 at the request of Covered Entity or an Individual, and in the time and manner reasonably
designated by Covered Entity.
(m) Secretary's Right to Audit. Business Associate shall make its internal practices,books,and
records relating to the use and disclosure of Protected Health Information received from,or created or received
by Business Associate on behalf of,Covered Entity available to the Secretary,in a time and manner designated
by the Secretary,for purposes of the Secretary determining Covered Entity's and Business Associate's
compliance with the Privacy Rule.
(n) Accounting for Uses and Disclosures. Business Associate agrees to document such disclosures of
Protected Health Information and inforn-o ion related to such disclosures as would be required for Covered Entity
to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in
accordance with:
V) The HIPAA Regulations accounting requirements as provided in 45 C.F.R. 164.528;and
(l) The accounting requirements as provided in the HITECH Act,as amended,in the event
Covered Entity uses or maintains an electronic health record at any time during this term of this
Agreement.
Business Associate agrees to provide to Covered Entity,in writing and within fifteen (15)days of a written
request,information collected in accordance of this Section to permit Covered Entity to respond to a request by
an Individual for an accounting of disclosures of Protected Health Information.
(o) Safeguards for Protection of Electronic Protected Health Information. Business Associate shall
utilize appropriate and commercially reasonable administrative,physical and technical safeguards to protect
the confidentiality,integrity and availability of Electronic Protected Health Information maintained or transmitted
on behalf of Covered Entity,other than as provided for by this Agreement.
(p) Security Incidents. Business Associate agrees to report to Covered Entity,within a reasonable
time from discovery,any security incident Involving a breach of unsecure PHI of which Business Associate
becomes aware.
(q) General Privacy Rule and Security Standards Compliance. Business Associate acknowledges
that Business Associate is Required by Law to comply with the HIPAA Security Standards in accordance with 45
C.F.R. 164.302 through 164.316 and the provisions of the HIPAA Privacy Rule in accordance with 45 C.F.R.
164.504(e) in the same manner that such sections apply to Covered Entity,with respect to compliance with the
standards in 45 C.F.R. 164.502(e) and 45 C.F.R. 164.504(e).
(r) Minimum Necessary Requirement. Business Associate shall comply with the minimum necessary
requirement,in accordance with 45 C.F.R. 164.502(b)of the HIPAA Regulations,with respect to the use,
disclosure, or request of Protected Health Information by limiting such Protected Health Information,to the extent
applicable,to:
(i) The Limited Data Set:or
20
Contra;;i Nu. _0242'
it
I
VIA
(II) The minimum necessary to accomplish the intended purpose of such use,disclosure or
request.
(s) De-identified Data. Business Associate may create de-identified PHI in accordance with the
standards set forth in 45 CFR§ 164.514(b) and may use or disclose such de-identified data for the provision and
development of Business Associate's services to users ("Users") of Business Associate's service.Business Associate
shall not separately sell such de-identified data to third parties;provided,however that Business Associate may
aggregate such de-identified data for marketing and development purposes.
1 Obligations of Covered Entity.
(a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with its Notice of ',...
Privacy Practices,as well as any changes to such notice,if such changes affect Business Associate's use or
disclosure of PHI or ePHI.
(b) Revocation of Permitted Use or Disclosure of Protected Health Information. Covered Entity shall
provide Business Associate with any changes in,or revocation of,permission by an Individual to use or disclose
Protected Health Information,if such changes affect Business Associate's permitted or required uses and
disclosures.
(c) Restrictions on Use of Disclosure of Protected Health Information. Covered Entity shall notify
Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity
has agreed to in accordance with 45 C.F.R. 164,522,to the extent that such restriction may affect Business
Associate's use or disclosure of PHI.
(d) Requested Uses or Disclosures of Protected Health Information. Covered Entity shall not request
Business Associate to use or disclose Protected Health Information in any manner that would not be permissible
under the Privacy Rule if done by Covered Entity and affirms that any request to use or disclose Protected Health
Information meets the minimum necessary requirement. Except that Business Associate may use or disclose
Protected Health Information for management,administrative,and legal activities of Business Associate and for
Data Aggregation.
4. Term and Termination,
(a) Term. Except as otherwise provided,this Agreement shall commence on the Effective Date and
continue until all of the Protected Health Information provided by Covered Entity to Business Associate,or
created or received by Business Associate on behalf of Covered Entity,is destroyed or returned to Covered Entity
or,if Business Associate believes that it is Infeasible to return or destroy such Protected Health Information,the
protections are extended to such information in accordance with the termination provisions in this Section.
(b) Termination for Cause. Upon Covered Entity's knowledge of an activity or practice of Business
Associate that constitutes a material breach or violation of this Agreement by Business Associate,Covered Entity
shall inform Business Associate in writing of such breach or violation within five (5) business days of discovery and
provide Business Associate an opportunity to cure the breach or violation within thirty (30) days.Provided that
Covered Entity gave Business Associate notice within five (5) business days of discovery of a material breach of
this Agreement,and if Business Associate does not cure the breach or violation within thirty (30) days,Covered
Entity may immediately terminate this Agreement upon written notice to Business Associate.
(c) Effect of Termination.
(i) Except as provided in paragraph (ii) of this Section,upon termination of this Agreement,for any
reason,Business Associate shall return or destroy all Protected Health Information received from Covered Entity,
or created or received by Business Associate on behalf of Covered Entity.This provision shall apply to Protected
Health Information that is in the possession of subcontractors or agents of Business Associate.Business Associate
shall retain no copies of the Protected Health Information.
(II) In the event that Business Associate determines that returning or destroying the Protected Health
information is infeasible,Business Associate shall provide to Covered Entity notification of the conditions that
make return or destruction infeasible. Business Associate shall extend the protections of this Agreement to such
Protected Health Information and limit further uses and disclosures of such Protected Health Information to those
purposes that make the return or destruction infeasible,for so long as Business Associate maintains such
Protected Health Information.
5. Miscellaneous.
21
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(a) Amendment. Business Associate and Covered Entity agree to take such action as is reasonably
necessary to amend this Agreement from time to thane as is necessary for Covered Entity and Business Associate
to comply with the requirements of the HJPAA Regulations and any amendment thereto. This Agreement may
not be modified.nor shah any provision hereof be waived or amended,except in a writing duty signed and
agreed to by Business Associate and Covered Entity.
(b) Limitation of Liability.Neither Viverae nor Client will be responsible for special,indirect,
incidental,punitive.consequential,or other similar damages,including but not hmMed to lost profits,that the
other Party may incur or experience in connection with ills Agreement,whether in contract,tort,or otherwise,
however caused,even if such Party has been advised of the possibility of such damages.
(c) Interpretation.In the event of an inconsistency between the provisions of this Agreement and
the mandatory terms of the HIPAA Regulations,the HIPAA Regulations shah prevail. Where provisions of this
Agreement are different from those mandated by the HIPAA Regulations,but are nonetheless permitted by law.
the provisions of this Agreement shall control.
(d) No Third Party Beneficiaries. Nothing express or implied In tills Agreement is intended to confer,
nor shah anything herein confer,upon any person other than Business Associate and Covered Entity,and their
respective successors or assigns,any rights,remedies,obligations,or iobftes whatsoever.
fe) Notices. Any notices to be given hereunder shall be mode via U.S.Mail or express courier,or
hand delivery to the respective address given below,and/or[other than for the delivery of fees)via fax to the
fax numbers listed below.
(f) Regulatory References. A reference in this Agreement to a section in the HIPAA Regulations
means the section as in effect or as amended,and for which compliance is required.
(g) Subpoenas. In the event that Business Associate or Covered Entity receives a subpoena or
sinalar notice or request from any judicial,administrative or other Party in connection with this Agreement,
including,but not united to,any unauthorized use or disclosure of PHI in breach of this Agreement or in violation
of the HIPAA Regulations,such Party shah notify the other Party as soon as practicable and forward a copy of
such subpoena,notice or request to the other Party and afford the other Party an opportunity to exercise any
rights it may have under the law.
(h) Severabhity, if any one or more of the provisions contained in this Agreement should be held
invalid,illegal or unenforceable In any respect,then the validity,legality and enforceability of the remaining
provisions contained shah not in any way be affected or impaired thereby.The Parties shah endeavor in good-
fafth negotiations to replace the invalid,illegal or unenforceable provisions with void provisions,the economic
effect of which comes as close as possible to that of the invalid,illegal or unenforceable provisions.
(f) Construction,Jurisdiction and Venue. This Agreement shah be governed by the laws of the
State of Texas and In the event that any Party hereto shah bring a suit or cause of action in a court of law far
construction,interpretation or enforcement of this Agreement,or for damages for any alleged breach of the
terms or provisions of this Agreement,then venue for any such suit or cause of action shah lie exclusively in Dallas
County,Texas.
IN WITNESS WHEREOF,each of the undersigned has caused this Agreement to be duty executed in its name and
on its behalf as of the Effective Date.
22
VIVER
COVERED ENTITY: BUSINESS ASSOCIATE:
City of Kent,Washington Viverae,Inc.
Attn: Benefits Manager HR Attention:General Counsel
220 Fourth Avenue South 10670 N.Central Expressway,Suite 700
Kent,WA 98032 Dallas,TX 75231
Phone: 253-856-5290 Phone: 214-827.4400
Fax: Fax:
By:
Print Nam •�Su ette Cooke Print Name:Michael K.Lamb
6ntTitl 1MM r t Print Title:President& 0
Data"` `" f Date:
23
ortrect NO. 103 3
REQUEST FOR MAYOR'S SIGNATURE I _Q' 'f jeJ.
T Print on Cherry-Colored Paper
I T.I
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEP RTME Qf
Approved byD!re or
Originator. "A- Phone (Originator):
Date Sent: Date Required: t,, -
Return Signed'bocument to: Contract Termination Date:
VENDOR NAME: Date Finance Notified:
(Only required on contracts
'4 1�14 $10,000 and over or on any Grant)
DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:
_' (Required on Non-City Standard Contracts/Agreements)
Has this Document been Specifically Account Number:
Authorized in the Budget? (a YES 0 NO
Brief Explanation of Document:
r
N'4-
ir
ec_i r'_11
A/I rWELS Be Routed Through The Law Department
-(Tois area to be completed by the Law Department)
Received:
Approval jP4 O-V' Np9pl.:
Law Dept. Comments:
Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff
Received:
Recommendations and Comments:
D i spositi on:1,11yo
Date Returned: A
e7 F..,7p....