HomeMy Public PortalAbout109-2015 - HR - WeCare TLC - Health Risk Management and Blood Draw for Health FairPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 25th day of September, 2015 and referred to as
Contract No. -2015, by and between the City of Richmond, Indiana, a municipal corporation acting
by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and
WeCaretic Population Health Management, 120 International Parkway, Suite 220, Lake Mary,
Florida, 32746 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional services in connection with a Health Risk
Assessment and Lab Draws for City of Richmond employees (the "Project") for the City of
Richmond Human Resources Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of thirteen (13)
pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall
perform all work and provide all services described on Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor at the rates described on Contractor's proposal for the complete
performance of all work described herein in a satisfactory and proper manner.
Contract No. 109-2015
Page 1 of 5
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
completion of the Project.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of or
result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts the Contractor may be held responsible.
Coverage
Limits
A. Worker's Compensation & Disability Requirements Statutory
B. Employer's Liability
C. Malpractice/Errors & Omissions Insurance
$100,000
$1,000,000 each occurrence
$2,000,000 each aggregate
Page 2 of 5
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of all newly hired employees of the contractor through the Indiana E-Verify program.
Contractor is not required to verify the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer valid, City shall notify Contractor in writing of said determination and
shall give contractor ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on
behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect
to hire, tenure, terms, conditions or privileges of employment or any matter directly or
indirectly related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
Page 3 of 5
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement of
any subcontract hereunder, Contractor, any subcontractor, or any person acting on
behalf of Contractor or any sub -contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or
any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under
this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be forfeited, for a second or any subsequent violation
of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability which may arise in the course of Contractor's performance of its
obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or
Page 4 of 5
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been
duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By: &"��
Vicki Robinson, President
APPROVED:
Sarah L. Hutton, Mayor
Date: cl�- jhr
"CONTRACTOR"
WECARETLC POPULATION HEALTH
MANAGEMENT
120 International Pkwy, Suite 220
'An
Printed: V Y I
Title:
Date: � , \ 1 ` `S
Page 5 of 5
WeCare tc"
Population Health Management
120 International Pkwy, Suite 220
Lake Mary, FL 32746
2403 Loy Drive, Suite 203
Lafayette, Indiana 47909
Toll Free: 800-941-0644
Fax:407-804-2971
www.wecaretic.com
ON -SITE STEPS 2 HEALTH EMPLOYER AGREEMENT
This On -Site Medical Care Employer Agreement is made and entered into this _ day of
September, 2015, by and between WeCare TLC, LLC, a Utah limited liability company
(hereinafter referred to as "WeCare") and City of Richmond, Indiana (hereinafter referred to as
"Employer'l.
WHEREAS, WeCare wishes to contract with Employer to provide a Health Risk Assessment
and lab draw to employees;
NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency
of which are hereby acknowledged, the Employer and WeCare hereby agree as follows:
RESPONSIBILITIES OF WECARE:
1.01. Provision of Medical Professionals. WeCare shall furnish, through separate
contract, Medical Staff (hereinafter defined as phlebotomists or medical assistants) to provide
the Medical Services as fully set forth and agreed to by WeCare and Employer in Exhibit "A". Said
Medical Services to be provided at a location determined by Employer.
1.02 Standards of Medical Professional Performance. WeCare shall contract with the
Medical Staff such that the Medical Staff is obligated to perform or deliver the following:
(a) The Medical Staff shall provide the Medical Services in a manner
consistent with all applicable laws and regulations and in a professional manner
consistent with community standards.
(b) The Medical Staff shall maintain, during the term of this
Agreement, Appropriate Credentials including but not limited to:
�HIBIT - PAGE I OF 13,
WeCare tic
Population Health Management
(1) A duly issued and active license or certificate to draw blood
in the State of Indiana,
(2) In good standing with his or her profession and state
professional association,
(3) The absence of any license or certificate restriction,
revocation, or suspension,
(4) The absence of any conviction of a felony.
1.03 Scheduling of Services. The Medical Services provided by WeCare, through its
separate contracts with Medical Staff, will be scheduled in accordance with the collaborative
decisions reached between WeCare and Employer.
1.04 Place of Services. The Employer shall provide the Medical Staff a room(s) that is at
a location selected by the Employer, which shall be reasonably satisfactory, and approved by
WeCare. Employer shall also provide tables, chairs, and other mutual agreed upon equipment
necessary for the event.
1.05 Equipment and Supplies. WeCare shall purchase all equipment and supplies
necessary to the provision of Medical Services as set forth in Exhibit "A" and "B" respectively.1.06
1.06 Professional Liability Insurance. WeCare may contract with a Medical Staffing Vendor
that ensures that the Medical Staff maintains, throughout the term of this Agreement, professional
liability insurance covering the acts and omissions of the Medical Staff, in the minimum annual coverage
amounts required by the state with an insurance company reasonably satisfactory to WeCare. WeCare
will require the Medical Staffing Vendor to notify WeCare immediately in the event that they no longer
have the required coverage and will promptly remove and replace such Medical Staff with another
qualified Medical Staff. WeCare shall provide Employer proof of such professional liability insurance
maintained by a Medical Staffing Vendor (upon request).
1.07 Responsibilities of Parties. The Employer and WeCare are independent contractors.
The Medical Staff will be responsible for his, her, own or their actions and/or omissions (and
those of any [Health Professional] under his, her or their control in connection with providing the
Medical Services contemplated by this Agreement). Neither Employer nor WeCare shall have any
control or involvement in the independent exercise of medical judgment by the Medical Staff and
the Employer shall incur no liability for the actions or the omissions of the Medical Staff in
connection with this Agreement. WeCare agrees to indemnify, defend and hold harmless the
�HIBIT A PAGE �OF 13
WeCare t1c
Population Health Management
Employer against any cost, damage, expense, loss, liability or obligation of any kind, taxes or
penalties, including, without limitation, reasonable attorney's fees, which Employer, its officers,
employees and agents may incur in connection with (i) WeCare's furnishing of Medical Staff or
with the Medical Services provided by them, in connection with this Agreement or in connection
with any act or omission of any Medical Provider provided to the Employer through this
Agreement; (ii) WeCare's breach of any of its representations, warranties or covenants set out
herein; or (iii) a determination that WeCare or any Medical Staff is other than an independent
contractor or an employee of WeCare, respectively. To the extent any liability occurs from the
actions or omissions of a Medical Staff, the Employer's indemnification by WeCare shall not be
limited by any applicable recovery under state malpractice or other laws but such indemnification
shall be for the full extent of any damages, costs, fees, expenses, losses, or liabilities, including
by not limited to reasonable attorney's fees. WeCare's indemnification obligation under this
Section shall survive the termination of this Agreement.
1.08 Billing. WeCare shall ensure that neither WeCare, nor any Medical Staff, bill or
otherwise solicit payment from employees of the Employer and/or their dependents, or
Employer, or from any group health plan or other third -party payor for the Medical Services
provided at the event.
1.09 Reports. WeCare shall provide to the Employer an aggregate report.
ARTICLE 11.
COMPENSATION
2.01 Fees. Employer agrees to reimburse WeCare for services listed in Exhibit "A" and
cost outlined in Exhibit "B" due net thirty (30) days. Any invoices due upon receipt but, unpaid
thirty (30) days following the due date shall be subject to a late fee not to exceed one and one-
half percent (1 % %) of the amount due per month or per participant. Accounts placed with our
Collection Agency will have a 25% collection fee added to the balance owed. The fees for the
Services selected, shall continue until the Employer, or its representative, is notified at least
thirty (30) days in advance of an adjustment in the fee schedule. The fees are guaranteed for at
least the first twelve (12) months of this agreement.
�HIB�IT_A_�PAGE 3 OFF
WeCare tic
Population Health Management
ARTICLE III:
TERM AND TERMINATION
3.01 Term. This Agreement shall be for a term beginning September 29, 2015
through October 16, 2015. The primary health event is to take place on September 29, 2015.
Blood draw services will be made available on October 6, 2015 and October 16, 2015, if needed, for
individuals that are unable to make the primary health event on September 29, 2015. Times for the
each event will be mutually agreed upon by the Employer and WeCare.
3.02 Termination With or Without Cause. This Agreement may be terminated by either
Employer or WeCare, with or without cause, by providing the other party at least thirty (30) calendar
days' prior written notice of event date.
3.03 Early Termination: The early termination of this Agreement shall not affect the
obligation of the Employer to pay compensation to WeCare or pay for any outstanding invoice
for the period prior to such termination and shall not affect the obligation of WeCare to provide
reports for the period prior to the effective date of such expiration or such termination.
3.04 Mutual Non -Disparagement. During the Term and thereafter, Employer and
WeCare agree to take no action directly or indirectly, that would reasonably be expected to harm
the other Party or its or their reputation or which would reasonably be expected to lead to
unwanted or unfavorable publicity to either party. Employer, including its Affiliates, Associates
or Consultants and WeCare including its Affiliates, Associates or Consultants, shall not make any
statements in any capacity or in any manner, disparaging the other Party's trademarks (Marks),
products, services, directors, officers, Affiliates, Associates, subsidiaries, employees, agents or
representatives. Nothing herein shall prevent either Party from pursuing any rights or remedies
hereunder or from making any truthful statement about the other including, but not limited to,
in connection with any legal proceeding or legal investigation by any applicable governmental
authority.
ARTICLE IV
PRIVACY
4.01 HIPAA/HITECH Compliance. WeCare is compliant with HIPAA, HITECH and the
regulations and guidance promulgated thereunder.
4.02 Intellectual Property. WeCare, considers their materials to be confidential and
proprietary, but is willing to provide such information and allow such disclosure on a confidential
EXHI8IT� pgGE Y OF l3
f�Fa WeCare tic
Population Health Management
basis only as hereinafter provided. The covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Definition of "Confidential Information" means any and all information owned or
controlled by WeCare that relates to the marketing, sales, financial, product, tools and
procedures or other operations or activities of WeCare including, without limitation, financial or
other information or reports concerning WeCare or any product or service provided by WeCare
whether disclosed orally, in writing or by inspection, and any information referred to in e-mail,
however, that "Confidential Information" shall not include information that is generally disclosed
by WeCare to the public is required to be disclosed by law or court order or which becomes
known to the public without violation of the Section or any similar agreement.
1) Non -disclosure or Use. Employer agrees:
A. To retain in confidence all Confidential Information received by Employer and to use
its best efforts to protect all Confidential Information from any unauthorized
disclosure, access or use by Employer.
B. Not to disclose any such Confidential Information to anyone except agents and
employees of Employer who are authorized to receive Confidential Information.
C. Not to use Confidential Information for developing products, in negotiations by
Employer, Employer's agents or employees, a Client or a Client's affiliates with other
vendors who supply the same services as WeCare to the competitive disadvantage
of WeCare or its named affiliates, or for any other purpose, except for the express
purpose of explaining and training Employer's staff on the product and Services
following the effective date of this Agreement. Upon the expiration of the Term,
Employer and Employer's agents and employees shall cease all usage of the
Confidential Information for Employer. The expiration of the Term does not
terminate or otherwise affect Employer's obligations and responsibilities contained
D. In Article III of this Agreement.
2) Agents and Employees of Employer shall require their own agents and employees, and clients
who may have the Confidential Information disclosed to them to use such Confidential
Information only for the purpose set forth herein and to retain the Confidential Information
in confidence. Employer shall be responsible for the obligation of its employees and agents,
and distribution of such information to clients who receive Confidential Information to use
such Confidential Information only for the purpose(s) set forth herein
EXHIBIT AA PAGE _,�j_OF_a
WeCare tic
/ Population Health Management
and to retain such Confidential Information in confidence. Employer shall upon request of
WeCare, provide WeCare with a list of all persons within its organization and clients who
Return of Confidential Information. Upon request by WeCare, Employer shall (a) promptly return
to WeCare all tangible material and copies thereof in the possession of Receiver that include any
of the Confidential Information and provide written confirmation of this return signed by an
officer of Employer, and (b) furnish WeCare with copies of such information and reports in its
possession produced or prepared using Confidential Information in connection with any
negotiations or review conducted by Receiver
ARTICLE V
MISCELLENEOUS
5.01 Notice. All notices, demands, requests and other communications hereunder
shall be in writing and shall be either: (a) personally delivered (including by means of recognized
air courier services utilizing receipts), in which case they shall be effective when delivered (if
delivered before 5:00 PM, E.T., on the recipient's business day; if delivered after 5:00 PM, E.T.,
they shall be effective the next business day); (b) sent by facsimile (so long as the original of such
notice, demand, request or other communication is thereafter forwarded to the other party in
the normal course of business) in which case they shall be effective when the sender has received
facsimile transmission confirmation (if delivered before 5:00 PM, E.T., on the recipient's business
day; if delivered after 5:00 PM, E.T., they shall be effective the next business day); or (c) sent by
prepaid certified mail, return receipt requested, in which case they shall be effective upon actual
receipt. The addresses and facsimile numbers of Employer and WeCare are as follows (or as shall
otherwise be specified by notice given in the manner provided above):
To: City of Richmond, Indiana
50 North 5th
Richmond, Indiana 47374
Attn:
Phone: (765) 983-7200
Fax:
To: WeCare TLC, LLC
120 International Pkwv, Suite 220
Lake Mary, FL 32746
Attn: Operations Manager
Phone: (407) 562-1212
Fax: (407) 804-2971
EXHIBIT PAGE OF 17
n WeCare tle'
Population Health Management
5.02 Implied Waiver. Neither the failure nor delay on the part of either party to exercise
any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise by either party of any right, remedy, power, or privilege
preclude any other or further exercise of the same of any other right, remedy, power, or privilege,
nor shall any waiver by either party of any right, remedy, power, or privilege with respect to any
occurrence be construed as a waiver thereof with respect to any other occurrence.
5.03 Arbitration. Any dispute relating to, concerning or connected with this Agreement
shall be resolved by arbitration. Arbitration shall be instituted before the American Arbitration
Association ("AAA") in Seminole County, Florida before a single arbitrator. In no event shall the
demand for arbitration be made after the date that institution of legal or equitable proceedings
based upon such claim, dispute or other matter would be barred by the applicable statute of
limitations. No party shall commence litigation regarding matters arising out of this Agreement
and if a party does commence litigation, the other party shall have the absolute right to have
such litigation stayed and dismissed. The opposing party may request that the Court refer the
matter to arbitration or it may instead institute an arbitration proceeding which shall supersede
and take precedence over any court proceedings. All attorneys' fees and costs incurred by a party
in opposing and/or obtaining a dismissal or stay of non -arbitration proceedings shall be
recoverable against the party initiating such proceedings. AAA shall provide the parties with a list
of at least three (3) neutral arbitrators from which the parties shall select the arbitrator. Should
the parties fail to agree upon and select an arbitrator therefrom, AAA shall make the selection
from said list. Each party shall, however, be given the right of one (1) peremptory challenge.
Arbitration shall be held and conducted before the one (1) selected arbitrator, whose decision
shall be final and binding on the parties. Any such arbitration proceeding shall be completed
expeditiously and without undue delay or expense, and the arbitrator shall be directed to follow
the terms of this Agreement in arbitration proceeding. The costs and fees of the arbitrator shall
be borne equally by the parties. The losing party, as determined by the arbitrator, shall pay the
prevailing party's reasonable attorneys' fees.
The parties understand and acknowledge that one party's breach or default of this
Agreement ("Breaching Party") may cause irreparable harm to other party ("Non -Breaching
Party") and that the Non -Breaching Party may not have adequate remedy at law. In such
circumstances, the Non -Breaching Party shall have the right to seek any and all equitable
EXHIBIT PAGE ZOF ) 3
WeCare t
Population Health Management
relief, which may be available as a consequence of such a breach or default. The Non -Breaching
Party shall therefore have the right to seek and obtain such equitable relief in a court located in
Wayne County, Indiana, notwithstanding the obligation of the parties to resolve any other
disputes they may have in arbitration as provided in the first paragraph of this section.
5.04 Severability. If any term or provision of this Agreement, or the application
thereof to any person or circumstance, shall be contrary to law or shall be adjudged by any
court or government agency of competent jurisdiction to be invalid, void or unenforceable, such term
or provision shall be deemed deleted from this Agreement and the remaining provisions and any
application thereof shall continue in full force and effect. Further, the parties agree to substitute for
such invalid provision a valid provision, which most closely approximates the intent and economic effect
of the invalid provision.
5.05 Force Majeure. In the event that any party is unable to perform any of its
obligations under this Agreement or to enjoy any of its benefits because of natural disaster,
actions or decrees of governmental bodies or communication line failure not the fault of the
affected party (hereinafter referred to as a "Force Majeure Event"), the party who has been so
affected shall immediately give notice to other parties and shall do everything possible to resume
performance. Upon receipt of such notice, all obligations under this Agreement shall be
immediately suspended. If the period of nonperformance exceeds thirty (30) days from the
receipt of such notice of the Force Majeure Event, either party may be given written notice to
the other party terminating this Agreement.
5.06 Entire Agreement Amendment. This Agreement constitutes the entire
understanding between the Employer and WeCare with respect to the subject matter herein
and supersedes all prior agreements. This Agreement shall not be amended or waived, in
whole or in part, except in writing signed by both of the Employer and WeCare. No waiver or
modification of this Agreement or of any part contained herein shall be valid unless in writing
and duly executed by the Employer and WeCare to this Agreement. If any provision of this
Agreement or the application of such provision to any person or circumstance shall be held
invalid, illegal, against public policy or is otherwise unenforceable, the remainder of this
Agreement or the application of such provision to persons or circumstances other than those to
which it is held invalid shall not be affected thereby.
5.07 Announcements. Neither Party will make any public announcements or issue
any press releases concerning the terms of this Agreement without the express written approval
of both Parties.
EXHIBIT A PAGE OFF
z WeCa re t c
Population Health Management
5.08 Names and Trademarks. No Party to this Agreement shall, without express
written consent in each case, use any name, trade name, trademark, or other designation of
any other party hereto (including contraction, abbreviation or simulation) in advertising,
publicity, promotional, or any other activities or context.
5.09 Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the internal laws of the County of Seminole, State of Florida
without giving effect to its conflict of law's provisions.
5.10 Non -Disclosure. The Employer and WeCare shall take all reasonable steps to insure
that information with respect to the terms of this Agreement or with respect to the business of
the Employer and WeCare acquired by virtue of the position of the other party under this
Agreement shall not be disclosed or used outside of the business of either party to include but
not be limited to special rates and terms negotiated by WeCare that provide a service in or for
event participants shall not be made available to the Employer's Health Plan or any other
individual or entities without WeCare's express written permission; provided, however, the
foregoing restriction shall not apply to information (a) provided to government authorities as
required by applicable law or applicable regulation or consented to by the patient; (b) furnished
to healthcare providers involved in a particular patient's case; (c) which is or becomes public
knowledge through no fault of either party; (d) which is otherwise required to be disclosed by
applicable law or applicable regulation or pursuant to a court order, or (e) provided to a party's
outside business, legal, financial, or tax advisors. All protected health information will be
protected in accordance with HIPAA Privacy and Security Standards and HITECH.
5.11 Successors. This Agreement is binding upon the parties, their successors and
assignees.
5.12 Compliance with Law. WeCare shall perform all of its obligations hereunder in a
manner consistent with all applicable laws and regulations, and shall make every reasonable
attempt to ensure that any and all Medical Staff do so as well.
5.13 Attorney's Fees. In the event of any arbitration, lawsuit, or any other legal
proceedings between the parties hereto arising out of the obligations of the Employer or WeCare
under this Agreement or concerning the meaning or interpretation of any provision contained
herein, the losing party shall pay the prevailing party's costs and expenses of such arbitration or
lawsuit, including, without limitation, reasonable attorney's fees.
EXHIBIT PAGE OF 1�
WeCaretic'
Population Health Management
5.14 Binding Authority. Each of the undersigned represents that he or she duly
authorized to execute this Agreement on behalf of the respective party and bind said party to
the terms of this Agreement.
5.15 Time of the Essence. Time is of the essence in the performance for the performance
of each covenant and condition contained in this Agreement.
IN WITNESS WHEREOF, The Employer and WeCare have executed and delivered this
Agreement as of the date first above written.
By: City of Richmond By
EXHIBIT _PAGE OF
Name: Na
Title:
Tit
Address: Address: 120 International Pkwy, Suite 220
Lake Mary, FL 32746
EXHIBIT ,A PAGE -.LC)-OF 13
Mir WeCaretl
Population Health Management
EXHIBIT "A"
SCOPE OF SERVICES
0 Health Risk Assessment (HRA) completed by participant electronically
0 Lab tests
0 Medical staff for blood draws
0 Medical staff for check in and vital signs
0 Medical supplies and medical equipment for WeCare to perform services needed
for the event
0 Scheduling (800# or on-line)
0 Employee Communications (electronic templates for client distribution)
0 Individualized participant patient reports encompassing the lab results with the
Health Risk Assessment.
0 Employer aggregate report encompassing the lab results with the Health Risk
Assessment.
EQUIPMENT SUPPLIED BY WECARE
All medical equipment to perform services including but not limited to:
• Tourniquets, syringes, blood collection tubes, sharps containers
• Centrifuges — to spin blood
• Gloves
• BP devices, scales and measuring height chart/devices
• Hand sanitizers and disinfectant wipes
• Sniffing salts
• Bio waste container
• First aid kit
EXHIBIT ,A PAGE H OF 13
WeCa re tl C'
Population Health Management
EXHIBIT "B"
Service Fees:
$83.00 - Per Participant
Minimum of 125 Participants
Fee includes:
0 Health Risk Assessment (HRA) completed by participant electronically
0 Lab tests (WeCare 28 Panel Test, plus Vitamin D, PSA and CBC)
0 Medical staff for blood draws (6 Phlebotomists /MAs)
0 Medical staff for check in and vital signs (2 staff for 1 location in Indiana)
0 Medical supplies / equipment needed for the event
0 Scheduling (800# or on-line)
0 Employee Communications (electronic templates for client distribution)
0 Individualized participant patient reports encompassing the lab results with the Health
Risk Assessment.
EXHIBIT P GE-�OF-12-
WeCaretic'
Population Health Management
EXHIBIT "C"
INFORMATION and EQUIPMENT
TO BE SUPPLIED BY THE CITY OF RICHMOND, INDIANA (EMPLOYER)
ELIGIBLE EMPLOYEES
Employer shall supply lists of eligible employees to WeCare with the demographic elements
that were requested by WeCare.
EQUIPMENT
• 1- 6 foot table for check —in
• Privacy area or screen for vitals, weight and height measurements
• 4 — 3 foot x 3 foot tables for each phlebotomist/medical assistant to perform blood
draws
• Privacy area or screens for blood draws
• 1— 6 foot table for 2 centrifuges
• 1— 6 foot table for laptop computers
• 1— reclining chair for individuals that may need additional recovery time
• 15 chairs
• Light snacks: bananas, granola bars, apples, water, and juice (orange and apple)
• 6 — 8 regular size trash cans
• Access to 6 (3) prong electrical outlets and power strips
EXHIBIT R PAGE 13 OFF 3