Loading...
HomeMy Public PortalAboutORD15691 BILL NO. 2017-34 SPONSORED BY COUNCILWOMAN Wiseman ORDINANCE NO. /T&! ' I AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH CHC WELLNESS FOR PROVIDING WELLNESS SCREENINGS AND WELLNESS PROGRAM SERVICES. WHEREAS, CHC has been selected as the best qualified company to provide wellness program services for the City of Jefferson. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. CHC is hereby approved as the best qualified wellness vendor to provide services and its contract is hereby accepted. Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement with CHC as our city's wellness provider. Section 3. The ordinance shall be in full force and effective from and after the date of its passage and approval. Section 4. The agreement shall be substantially the same in form and content as the attached agreement. Passed: GL�Z/ti/�I �, d�� / Approved: Presiding Officer Mayor Carrie Tergin ATTEST:=- - =.r APPROVED AS TO FORM: ov C erk�`. `_ Ci Co selor r QaJ>ISMI CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT,made and entered into the date last executed by a party as indicated below, by and between the City of Jefferson,a municipal corporation of the State of Missouri,hereinafter referred to as the "City,"with offices at 320 East McCarty,Jefferson City,Missouri,65101,and CHC Wellness,Inc.,hereinafter referred to as the "Consultant,"with offices at 5440 N.Cumberland Avenue,Suite 225,Chicago,Illinois,60656. WITNESSETH: THAT WHEREAS,the City desires to engage the Consultant to render certain technical and professional planning services for a wellness program,hereinafter described in Attachment 1 and Attachment 2. WHEREAS,Consultant has made certain representations and statements to the City with respect to the provision of such services,and the City has accepted said proposal to enter into a contract with the Consultant for the performance of services by the Consultant. NOW THEREFORE,for the considerations herein expressed,it is agreed by and between the City and the Consultant as follows: Scope of Services.The City agrees to engage the services of the Consultant to render certain technical and professional planning services for a wellness program, hereinafter described in Attachment 1 and Attachment 2.In the event of a conflict between this agreement and any attached exhibits,the provisions of this agreement shall govern and prevail. 2.Term.This contract shall commence on the 18th day of September 2017,and continue until the 17th day of September 2018.This agreement shall automatically renew for an additional one (-1)year renewal period unless the City or Consultant provides a written notice of non-renewal to the other party at least hundred (120) days prior to the first day of the renewal period. 3.Additional Services.The City may add to consultant services or delete therefrom activities of a similar nature to those set forth in Attachment 1 and Attachment 2,provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 7 hereof.The Consultant shall undertake such changed activities only upon the direction of the City.All such directives and changes shall be in written form and approved by the Director of Human Resources, and shall be accepted and countersigned by the Consultant or its agreed representatives. 4. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Consultant without charge by the City, and the City shall cooperate with the Consultant in every reasonable way in carrying out the scope of services. The Consultant shall not be liable for the accuracy of the information furnished by the City. 5. Personnel to be Provided. The Consultant represents that Consultant has or will secure at its expense all personnel required to perform the services called for under this contract by the Consultant. Such personnel shall not be employees of or have any contractual relationship with the City, except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under the Consultant's direct supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Attachment 1 and Attachment 2 without the written approval of the City.. 6. Notice to Proceed. The services of the Consultant shall commence as directed in the Notice to Proceed and shall be undertaken and completed in accordance with the schedule contained in Attachment 1 and Attachment 2. 7. Compensation. The total amount for professional services rendered under this contract shall not exceed the rate set forth herein for all consultant services. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. Fee Schedule: • Biometric Screen - $112 per participant • Nicotine Test - $10 per participant • Weight, Waist Circumference and Measurements - Waived • Specially bundled Customized Incentive plus Walking - $30 per participant • Pass through travel fees for travel for 4 onsite screenings - $3,600 8. Failure to Perform, Cancellation. If, through any cause, the Consultant shall fail to fulfill in timely and proper manner its obligations under this contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The Consultant may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, 2 prepared by the Consultant under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Consultant. 9. Assignment. The Consultant shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 10. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Consultant under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Consultant without prior written approval of the City. 11. Nondiscrimination. The Consultant agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of Consultant or applicant for employment, and shall include a similar provision in all subcontracts let or awarded hereunder. 12. Independent Contractor. The Consultant is an independent contractor and nothing herein shall constitute or designate the Consultant or any of its employees as agents or employees of the City. 13. Benefits not Available. The Consultant shall not be entitled to any of the benefits established for the employees of the City and shall not be covered by the Workmen's Compensation Program of the City. 14. Liability. The parties mutually agree to the following: a. In no event shall the City be liable to the Consultant for special, indirect, or consequential damages, except those directly or approximately caused by the City arising out of or in any way connected with this contract. b. The Consultant shall indemnify and hold the City harmless from and against all claims, losses and liabilities arising out of personal injuries, M including death, and damages to property to the extent caused by any negligent act or omission on the part of the Consultant related to the services performed under this contract. 15. Insurance. Consultant shall provide, at its sole expense, and maintain during the term of this agreement commercial general liability insurance with a reputable, qualified, and financially sound company licensed to do business in the State of Missouri, and unless otherwise approved by the City, with a rating by Best of not less than "A," that shall protect the Consultant, the City, and the City's officials, officers, and employees from claims which may arise from operations under this agreement, whether such operations are by the Consultant, its officers, directors, employees and agents, or any subcontractors of Consultant. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from all Consultant operations, products, services or use of automobiles, or construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual Aggregate; provided that nothing herein shall be deemed a waiver of the City's sovereign immunity. An endorsement shall be provided which states that the City is named as an additional insured and stating that the policy shall not be cancelled or materially modified so as to be out of compliance with the requirements of this Section, or not renewed without 30 days advance written notice of such event being given to the City. 16. Documents. Reproducible copies of tracings and maps prepared or obtained under the terms of this Contract shall be delivered upon request to and become the property of the City upon termination or completion of work. Copies of notes and sketches, charts, computations and other data prepared or obtained under this contract shall be made available, upon request, to the City without restrictions or limitations on their use. 17. Nonsolicitation. The Consultant warrants that they had not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this contract, and that they have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 18. Books and Records. The Consultant and all subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this contract, and shall make such materials available at 4 their respective offices at all reasonable times during the contract and for a period of three (3) years following completion of the contract. 19. Delays. That the Consultant shall not be liable for delays resulting from causes beyond the reasonable control of the Consultant; that the Consultant has made no warranties, expressed or implied, which are not expressly set forth in this contract; and that under no circumstances will the Consultant be liable for indirect or consequential damages. 20. Illegal Immieration. Prior to commencement of the work: a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. C. If Contractor is a sole proprietorship, partnership, or limited partnership, contractor shall provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to Proceed. 21. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the Department of Human Resources, 320 East McCarty, Jefferson City, Missouri, 65101, and the Consultant, at CHC Wellness, Inc., 5440 N. Cumberland Avenue, Suite 225, Chicago, Illinois, 60656. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. CITY OF JEFFERSON, MISSOURI Mayor te�2 �7 Date ATTEST: ��� �a City G'lerk CHC WELLNESS, INC. Title: vr- - Ktes'-oe> -r Date: 8/l, / ATTEST: i� eal� �lI Title -Nota ublic State of Illinois My Commission Ea ?gyres 07;74,7019 5 APPROVED AS TO FORM: City C&elor Attachment 1 CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN [CLIENT} AND CHC WELLNESS, INC. This agreement is made as of (Month} 151, 2017 between CHC Wellness Inc., an Illinois corporation ("CHC") and (Client}, ("Client.) (CHC and Client are also referred to individually as "Party" and together as "Parties"). Article I — Statement of Work CHC shall provide services to Client. CHC shall have sufficient staff to ensure prompt delivery of services and completion of assigned tasks. CHC will assign an account manager and any others. All work will be performed in accordance with all applicable local, state and federal laws. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Illinois. Jurisdiction and venue for any dispute relating to this agreement shall rest exclusively with the state and federal courts of Illinois. All services shall be performed in accordance with the terms of this Agreement and shall hereinafter be referred to as the "CHC Services." Client requests and CHC agrees to provide or arrange to provide CHC Services as selected below, which are described in greater detail in Exhibit A. ® HRA ® Blood Pressure ® Health Coaching ® Full Venipuncture Breath Nicotine Test ® E -Learning ® Waist Circumference ® Incentive Tracking ® Mid Year "Check -In" Screening ® Height and Weight ® CHC Walking Program CHC and Client agree to be bound by the terms and conditions specified in this Agreement, the documents listed below, and by any amendments made thereto, each of which is part of this Agreement. Client acknowledges that the CHC Services are entirely voluntary and no employee of the Client shall be required to participate in the CHC Services. Article 11— General Terms and Conditions A. Performance Standard - CHC will perform the CHC Services in a proficient manner, and conforming to applicable industry and professional standards, using personnel having a level of skill in the area commensurate with the requirements of the CHC Services to be performed. If CRC's employees are located on Client's property, they shall observe the reasonable security and safety policies of Client, provided that such policies are communicated to CHC sufficiently in advance from time to time. B. Accuracy of Client Information - All CHC Services provided hereunder will be based upon information provided to CHC by Client. Upon receipt from CHC, whether electronically or otherwise, Client will promptly review all records and other reports prepared by CHC for validity and accuracy according to Client's records. C. Fees and Billing - The Client shall pay CHC for the Services indicated herein and as described in Exhibit A. Client shall pay CHC for the Services added by Client after the date hereof at prices mutually agreed upon for such services. CHC will issue an invoice to Client for review and approval following program enrollment and as enrollment changes require. Payment will be made by Client upon receipt of invoice, for all approved invoices. Participants will not be responsible for any cost of the Health and Wellness Screening described in Exhibit A unless they choose to pay out of pocket for voluntary additional tests and/or services, including but not limited to Optional Tests, as described in Exhibit A. Client will not be responsible for any such additional charges. Article III —Warranty All CHC Services provided for herein shall be performed in the best workmanlike manner by persons qualified to provide the CHC Services rendered. To the extent that Client requires it, and without costs to Client, any defective CHC Services which are a result of negligence or bad faith shall be corrected to the satisfaction of Client. Article IV — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR REQUIRED BY LAW, CHC EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, NON -INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO THE CHC SERVICES, THE CHC PRODUCTS, ANY CUSTOM PROGRAMS CREATED BY CHC OR ANY THIRD -PARTY SOFTWARE DELIVERED BY CHC. CHC DOES NOT RECOMMEND SELF-DIAGNOSIS OR SELF-MEDICATION, AND NO INFORMATION PRESENTED BY CHC OR ITS ASSOCIATES SHOULD BE CONSTRUED OR INTERPRETED AS RECOMMENDATIONS FOR SELF-DIAGNOSIS OR SELF- MEDICATION. IN ADDITION, NEITHER CLIENT NOR CHC SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE DAMAGES OR CLAIMS, INCLUDING LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, AND LOSS FROM INTERRUPTION OF BUSINESS, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY. Article V -- Intellectual Property A. Ownership of Proprietary Rights - All computer programs (other than pre-packaged third -party software) tutorials and related documentation made available, directly or indirectly, by CHC to Client as part of the CHC Services (the "CHC Products") are the exclusive property of CHC. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the CHC products and the related logos, product names, etc., are reserved. B. Ownership of Data — All current and historical HIPAA-allowed participant data, including biometric data, steps and activities entered into Activity Tracker, collected on behalf of Client is the exclusive property of Client, and shall be timely transferred as directed by Client upon termination of agreement. Article VI — HIPAA Compliance 2 CHC and Client are required to meet the requirements of the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated there under, as they may be amended from time to time (collectively, "HIPAA"). CHC will only release a participant's information, results or any other component of their file received, created, or maintained by CHC to a third -party upon receipt of a valid authorization for such release from the participant. The Parties' obligations pursuant to HIPAA are more fully outlined in Exhibit B of this Agreement. Article VII — Term and Termination A. Term - The term of this Agreement shall be for one year. This agreement will automatically renew for consecutive one-year terms unless termination is requested in writing by either party as specified in Section B below. B. Termination - With respect to the CHC Services covered by this Agreement, Client or CHC may terminate this Agreement at any time upon 30 days prior written notice to the other Party. Article VIII — Indemnification CHC shall indemnify and hold harmless Client and its agents and employees from and against all claims, damages, losses and expenses, including attorney's fees arising out of, or resulting from the negligent performance of the CHC Services. Article IV — Extent of Agreement This Agreement represents the entire and integrated agreement between Client and CHC and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Client and CHC. Client and CHC have read this agreement and each attachment, and understand that all apply fully to this agreement and acknowledge that they are bound by this agreement. In witness whereof, the parties hereto have hereunto caused their names to be set and to a duplicate of the same date and tenor as of the day and year first written above. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: 3 {Client} Client Signature Title Printed Name Date Exhibit A: Program Description and Costs 1. General CHC Wellness, Inc. A CHC Signature A. CHC will assist Client in developing and administering a practical, legal and population - appropriate activity- and outcome -based Wellness Program that reflects Client's specific needs. Elements of the program, and their costs, are described below. B. Eligibility for the Wellness Program will be determined at Client's sole discretion. C. CHC will provide customer service directly to Client's Wellness Program participants as it relates to their individual activity records and health information. D. All services, procedures, materials, and communications provided by CHC will be ADA - compliant. Insert services and fee schedule. 4 II. Health Risk Assessment (HRA) CHC uses the HRA developed and maintained by the University of Michigan's Health Management Resource Center (HMRC). The HRA is constantly evaluated and updated to be an accurate tool for reporting risk and cost. CHC has added some clinical questions to ensure accurate biometric ranges. The HRA is available only on the CHC web portal (www.chcw.com). *NOTE: Client has the option of adding up to 5 additional questions to the HRA. This customization will allow Client to acquire any information that it deems valuable. Note, however, depending on the content of these questions and the participants' responses, Client may not be entitled to access the responses to these questions based on applicable federal and state medical privacy laws, including but not limited to the Employee Retirement Income Security Act ("ERISA"), GINA, HIPAA, and any other applicable laws. Specifically, any information obtained by CHC pursuant to its performance of the CHC Services that is covered by the GINA rules and regulations (i.e., a participant's family medical history) will not be provided to the Client. CHC assumes that Client's intended uses of the CHC Services' results or reports are compliant with GINA, ERISA, HIPAA, and all other applicable health privacy laws, and CHC makes no representations as to whether Client's intended uses are compliant with such laws. Client should consult with its legal counsel regarding its intended uses of the CHC Services' results or reports, as well as its health plan documents, to avoid violating the aforementioned health privacy laws. III. Health and Wellness Screening The screening will include full venipuncture, height and weight, waist circumference, blood pressure and breath nicotine test for those participants who self-report as non-smokers. Standard Venipuncture Screening Tests (provided to all screening participants as part of screening package) Chem -Screen Profile: - Glucose - Chloride - BUM/Creatinine Ratio - Calcium - Calculated Globulin - Direct Bilirubin - AST - Iron Coronary Risk Assessment: Triglycerides LDL Cholesterol Complete Blood Count: Sodium - Potassium Urea Nitrogen - Creatinine Uric Acid - Phosphorus Total Protein - Albumin A/G Ratio - Total Bilirubin Alkaline Phosphatase - GGT ALT - LD Carbon Dioxide - Total Cholesterol - HDL Cholesterol - Cholesterol/HDL Ratio White Blood Cells - Red Blood Cells - Hemoglobin - Hematocrit - MCV - MCH - MCHC - RDW - Platelet Count Optional Tests (available at additional cost, due from participant at time of screening) TSH: Tests for thyroid disorder $42 PSA: Early detection of prostate cancer for men $39 Homocysteine: Test for risk of both heart disease and Alzheimer's Disease risk $54 H. Pylori: Test detects the level of stomach bacteria, H. Pylori $41 Cardio C: A very sensitive test that measures inflammation within the arteries $39 Hemoglobin A1c: Estimates the amount of glucose in an individual over the last 3 $34 mnnths VAP: Analysis of cholesterol subclasses which increases heart disease $99 detection by 40-90% Blood Type: Determines your ABO blood type and Rh factor $25 Vitamin D: Test for vitamin D deficiency $40 Testosterone: Measures the amount of male hormone androgen $42 B12 & Folate: Tests B12 and folate levels. Can cause depression, irritability, and $42 other symptoms Gluten Allergy: Determines gluten specific allergy $29 Colon Cancer Colon cancer screening test to be completed in the privacy of the $10 Screening participants home. A. Onsite screenings at multiple Client locations and times, on a mutually agreeable schedule. B. Remote screening option alternative for employees unable to participate in an on-site screening. 1. Participant must register for screen and complete HRA on CHC's secure website. 2. Participant will visit nearest LabCorp office during established time frame for a blood draw. 3. Remote screenings will include venipuncture only. The participant is responsible to make an appointment at Client's employee health clinic to obtain other tests and measurements. 4. Biometric data gathered by LabCorp and by the employee health clinic will be entered into CHC's system. The data gathered for remote screening participants will be included in the aggregate CHC report in the same manner as the data collected for on-site screening participants. C. CHC will provide electronic sign-up, marketing materials, staffing, equipment and supplies for on-site screenings. Client will provide space on-site and communicate directly with employees. 2 D. Cost of screenings will be passed through to participants' insurance company as preventive care. CHC will prepare a list bill for participants on Client's insurance plan. IV. Screening Results Every participant's screening results will be reviewed by a practicing physician. A. A CHC medical director will immediately telephone any participant who has one or more test results that are dangerously out of range to discuss such test result(s). B. Any participant with a combination of results that are of concern to reviewing physicians, but are not immediately dangerous, will receive a follow-up letter. C. Screening results will be made available to participant in several ways: 1. Results will be available for on-line viewing by the participant approximately 2-3 days after the screening. 2. A hard copy will be mailed by USPS to the participant's home address approximately two weeks after the screening (unless the participant has opted out of mailings). 3. If the participant provides CHC with their personal physician's name and contact information and authorizes the disclosure of the results to such physician, a copy of the results will be sent directly to the physician free of charge. D. Individual results will be maintained indefinitely to allow participant to track long-term health. E. Participants will also be provided with educational materials designed to help them understand their results and to provide follow-up outlets that encourage them to take action based on their results. F. Client will not have access to the individual participants' results. Client will receive aggregate data to assist with program development and outcome assessment. V. Web Portal CHC shall maintain a web portal (www.chcw.com) exclusively for the use of Client's Wellness Program participants. Uses of the portal include: A. Reporting screening results and biometric score B. Tracking steps and other physical activities C. Access to e -learning, webinars and newsletters D. Monitoring progress toward incentives E. Comparing progress on group challenges 3 F. Presenting program information to participants VI. Records and Reports CHC shall keep records pertaining to all group and individual activities and results related to Client's Wellness Program, and provide the following: A. Quarterly Reports: Total steps and points toward incentive, on a participant -by -participant basis. B. Annual Reports: In-depth analysis of Client's aggregate wellness data, as gathered from HRAs and screenings, including progress, trends, risks, recommendations and ROI. C. Ad Hoc Reports: Other reports requested by Client on a case-by-case basis. VII. Follow -Up Programs A. E -Learning: Wellness participants will have unlimited access for an entire year to more than 500 interactive online tutorials on a variety of health and wellness topics. Tutorials test participants for comprehension to ensure participant develops an understanding of the material. B. Health Coaching: 1. Participants will have inbound access, via the phone, internet or instant messaging, to a Health Coach for behavior modification, education, and referrals in the areas of: ➢ Nutrition management Weight management Fitness and exercise ➢ Chronic condition management: (high cholesterol, high blood pressure, diabetes, etc.) ➢ Stress management ➢ Pre/Post-natal care ➢ Smoking cessation ➢ Complementary care: (chiropractic, yoga, acupuncture, massage) 2. Participants will also have unlimited access to the wellness coaching portion of the CHC website, including a proprietary Online Weight Management Program, Smoking Cessation Program and Walking Program as well as other educational information. 3. CHC will provide free educational materials at the discretion of the Health Coach and discount memberships to 2000+ gyms in the nationwide Globalfit gym network. VIII. Services and Programs Available for Purchase at Additional Cost A. Walking Program: 1. CHC will provide the following: • Assistance in setting up and organizing the annual program ■ Support for a variety of popular pedometer brands and styles ■ User set-up and maintenance instructions for Client and users 4 ■ Program tracking through the CHC Wellness web portal ■ Assistance in developing and promoting walking challenges 2. Participant online capabilities include: • Logging steps, aerobic steps, calories burned and distance via web browser • Tracking individually progress daily, weekly, monthly and annually • Tracking team progress against competing teams 3. Client is solely responsible for pedometers. CHC has no obligation with regard to pedometers. 4. The cost for the walking program shall be [insert fee] per participant [per year or per month], renewable annually. 5 Exhibit B: HIPAA Business Associate Addendum HIPAA BUSINESS ASSOCIATE ADDENDUM FOR THE CHC WELLNESS SERVICES AGREEMENT The Parties hereto wish to enter into this HIPAA Business Associate Addendum for the CHC Wellness Services Agreement (the Addendum and the Services Agreement collectively referred to herein as the "Agreement"), effective as of January 1111, 2016 (the "Effective Date"). The Parties hereby agree to abide by the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (the "Act"), the privacy standards adopted by the U.S. Department of Health and Human Services (the "Department) as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the "Privacy Rule"), the security standards adopted by the Department as they may be amended from time to time, 45 C.F.R. parts 160, 162, and 164, subpart C (the "Security Rule"), and the Privacy provisions (Subtitle D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations (the "HITECH Act), due to their status as a "Covered Entity or a "Business Associate" under the Act. (The Act, the Privacy Rule, the Security Rule, and the HITECH Act are collectively referred to as "HIPAA" for the purposes of this Agreement.) The following are the terms and conditions pursuant to which protected health information ("PHI") that is provided by, or created or received by, CHC (the "Business Associate") from or on behalf of Client (the "Covered Entity), will be handled between CHC and the Client during the term of the Agreement. 1. DEFINITIONS Terms Used. Terms used, but not otherwise defined, in this Addendum shall have the same meaning as those terms in 45 CFR 160.103 and 164.501. 2. HIPAA OBLIGATIONS (a) Permitted Uses and Disclosures of Patient Information. Each Party shall comply with confidentiality, medical records and/or other applicable laws and regulations with regard to any and all information directly or indirectly accessed or used by the respective Parties and their personnel, including without limitation HIPAA. To the extent required by HIPAA, the Parties agree that: i. CHC shall use the minimum PHI necessary only as permitted by the Privacy Rule to perform its services under the Agreement or in performing other administrative services required or requested by Client as set forth in the Agreement between the Parties or as may be required by HIPAA. CHC may -use and disclose PHI as is necessary for its proper management and administration of CHC's duties under the Agreement or to fulfill any legal responsibilities of CHC. ii. Nothing in this Section 2 shall limit or restrict any Party from de -identifying such data and information so that it is not individually identifiable health information or otherwise does not constitute PHI as defined under HIPAA. iii. With respect to PHI received by CHC under the Agreement, in furtherance of performing CHC services under the Agreement and for program development, CHC Cej reserves the right to use such data and information for statistical evaluation and research, provided that the results of this statistical evaluation and research will only be disclosed in aggregate form and such disclosures will not identify Client or any individual, unless a valid prior authorization has been received. (b) Responsibilities of CHC. With regards to CHC's use and/or disclosure of Client's PHI, CHC hereby agrees to: i. Use and/or disclose PHI only as permitted or required by the Agreements or as otherwise permitted or required by applicable law. ii. Disclose to its subcontractors, agents or other third parties, and request from Client or Client's business associates, only the minimum PHI necessary to perform or fulfill a specific function required or permitted by the Agreement. iii. Use appropriate safeguards to prevent use or disclosure of PHI other than as provided in the Agreement. iv. Report to Client's Privacy Officer in writing any use and/or disclosure of unsecured PHI not provided for in the Agreements of which CHC becomes aware as soon as practicable following CRC's discovery of such unauthorized use and/or disclosure. V. Require any and all agents and subcontractors that receive or use, or have access to, PHI under the Agreement to agree, in writing, to adhere to the same restrictions and conditions on the use and/or disclosure of PHI that apply to CHC pursuant to the Agreement. vi. To the extent practicable, mitigate any harmful effect that is known to CHC of a use or disclosure of unsecured PHI by CHC, or any of its agents or subcontractors, in violation of the requirements of the Agreement. vii. Document any uses or disclosures of PHI and information related to such use or disclosure that would be required under the Privacy Rule for Client to respond to a request by an individual for an accounting of uses or disclosures of PHI. viii. if applicable, make available to Client the information required for Client to provide an accounting of the disclosures in accordance with 45 C.F.R. §164.528, in the time and manner reasonably designated by Client. ix. At the request of Client, provide access to PHI in a reasonable time and manner designated by Client, or, as directed by the Client, to an individual for purposes of accessing, inspecting or copying as further described and limited in accordance with 45 C. F. R. § 164.524. X. At the request of Client or an individual, amend PHI that Client reasonably directs or agrees to in accordance with 45 C.F.R. §164.526 in a reasonable time and manner designated by Client. xi. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by CHC available to Client or to the Secretary of Health and Human Services, in the time and manner designated by 7 Client or the Secretary, for purposes of determining Client's or CRC's compliance with H I PAA. xii. In addition to any other right to terminate the Agreement, this Agreement will terminate when all of the PHI provided by Client to CHC, or created or received by CHC on behalf of Client, is destroyed or returned to Client, or, upon mutual written agreement of the Parties that such return or destruction of PHI is infeasible, CHC will extend the protections of this Agreement to the PHI and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible, for so long as CHC maintains such PHI. In the event that CHC reasonably believes that returning or destroying PHI is infeasible, CHC will provide to Client written notification of the specific conditions that make return or destruction infeasible. (c) Responsibilities of Client. With regard to the use and/or disclosure of Client's PHI by CHC, Client hereby agree to: i. provide CHC with Client's Notice of Privacy Practices, as well as any changes to such notice if such changes affect the services provided by CHC under the Agreement, as soon as practicable after the distribution of such notice to participants; and ii. inform CHC of any changes in an individual's written authorization, to the extent that it knows of such changes and such changes affect CHC's permitted or required uses and disclosures, pursuant to 45 C.F.R. §164.506 and/or §164.508. (d) Termination for Failure to Comply. If either Party to this Agreement breaches a material term of this HIPAA Business Associate Addendum and has not cured such breach within a reasonable amount of time after receiving written notice from the non -breaching Party, such cure period not to be less than ten (10) days, the non -breaching Party may immediately terminate the Agreement. 3. MISCELLANEOUS (a) Applicability. The provisions of this HIPAA Business Associate Addendum have been included based on the understanding of the Parties that they are required by HIPAA. To the extent that any relevant provision of HIPAA is amended or interpreted in a manner that changes the obligations of the Parties that are embodied in the terms of the Agreement, the Parties agree to negotiate in good faith appropriate amendments to the Agreement to give effect to such revised obligations. Notwithstanding the above, the terms of the Agreement will be construed in light of any interpretation and/or guidance on HIPAA issued from time to time by the U.S. Department of Health and Human Services, the Centers for Medicare and Medicaid of the Office of Civil Rights and any relevant court decisions. Any ambiguity in this Agreement will be resolved in favor of a meaning that permits the Parties to comply with HIPAA. (b) Notices. All notices records or reports required to be given to either party under this Agreement will be in writing and sent by traceable carrier to each party's address indicated below, or such other address as a party may indicate by at least ten (10) days' prior written notice to the other party. Notices will be effective upon receipt. CLIENT/COVERED ENTITY: Attn: CHC/BUSINESS ASSOCIATE: CHC Wellness 5440 N Cumberland Avenue Suite 225 Chicago, IL 60656 Attn: (c) Term. This HIPAA Business Associate Addendum will continue in full force and effect for as long as the Services Agreement remains in full force and effect unless it is earlier terminated pursuant to Section 2(e). This HIPAA Business Associate Addendum will terminate upon the cancellation, termination, expiration or other conclusion of the Services Agreement. (d) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Jurisdiction and venue for any dispute relating to this Agreement shall rest exclusively with the state and federal courts of Indiana. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date. CHC/BUSINESS ASSOCIATE Date: CLIENT/COVERED ENTITY Date: Date: Date: ATTEST: Date: CHC 'WELLBEING WELLBEING STRATEGY PROPOSAL BEYOND WELLNESS TO TRUE POTENTIAL Wellbeing Strategy Proposal Attachment 2 A :' WOMMINk ..Wit �►` � r CHC Wellbeing Name Title Email Address Office # Cell # 1 Why CHC Wellbeing? We go beyond wellness to true potential. We help individuals excel in every facet of their lives. Our belief is that everyone has a right to thrive. • Our focus is on benchmark risks for physical, emotional, social and financial wellbeing • We reduce these benchmark wellbeing risks by 25 percent • The reduced risks directly impact cost and productivity • We shape a culture of organizational trustworthiness and embed a sense of personal wellbeing Wellbeing Strategy Proposal SOLUTION HIGHLIGHTS Our solution offers the following: Our Wellbeing Assessment provides a comprehensive understanding of your organization's wellbeing. We gain a holistic view of each individual and set a baseline for your population against the benchmark wellbeing risks through: • Comprehensive Screenings: Our comprehensive screenings provide a detailed report to help identify individuals at risk or out of range for key health indicators. • Online Questionnaire: Our online questionnaire examines physical, emotional, social and financial aspects of wellbeing. • Cultural Survey, We ask individuals in your population what they need to be happy, content, confident and more in control of their lives. • Onsite evaluations provided by dedicated, full time CHC phlebotomists. Each phlebotomist has average experience of over 5 years. • Remote screening options for participants unable to attend an onsite event Physician form is ideal for participants who have visited their physician recently and already have blood test results (optional) • Physician Connect, to share results, upon participant authorization, with their primary physician • Medical outreach to participants via letter for out -of -range conditions and via phone call for those participants deemed to be at immediate risk • Access to 700 e-leaming courses online, including a 14 -week online tobacco cessation program • Inbound telephonic health coaching to support a range of wellbeing goals • Comprehensive participant and employer outcome reports • Year-round, dedicated Account Management and program support • CHC's verified and tracked Custom Reward Programs (optional) • Custom Walking Challenges (optional) • Data Analytics (optional) Wellbeing Strategy Proposal •t • Y �' CHC S 0 4 U IONS �. X1+7► � ��� r.I .:. - COMPREHENSIVE WELLBEING ASSESSMENT Comprehensive Screenings The comprehensive 37 panel screening (see Exhibit A) includes a lipid panel (cholesterol and additional tests related to coronary heart disease). Additional tests investigate the functions of all the major organs of the body, including liver, kidney and lung function. CHC's certified phlebotomists perform the health evaluation and complete blood pressure readings on each participant. Optional tests are also available per participant request. Health evaluations will be scheduled at your preferred location(s). We will work closely with you to generate interest and excitement and to achieve maximum participation and value to you and your employees. This provides a strong foundation for your program, which creates and supports a culture of wellbeing. This also reduces overall healthcare costs. Online Questionnaire Our online questionnaire collects information across the four domains of wellbeing (physical, emotional, social and financial) including smoking, alcohol use, exercise, workdays missed, and adherence to recommended preventive exams, as well as input regarding stress, depression, and job/life satisfaction. It can be taken online or can be completed at the on-site screening. It is available in English, Spanish and Polish, both on-line and on paper. Our clients have the option of adding questions. This customization will allow your group to poll participants in a multiple choice format OR stratify the reporting based on response. Results from our comprehensive screening and online questionnaire are seamlessly integrated by CHC to produce the aggregate and participant results. Cultural Survey We ask individuals in your population what they need to be happy, content, confident and more in control of their lives. Remote Evaluations Employees who travel, who don't work near a company facility, or who may be away at the time of the screening have a convenient option of visiting one of the 1,800 partner LabCorp facilities around the country. As with our on-site screenings, the participant experience will be facilitated by a trained professional. Participants can visit any of these labs at a time that is convenient for them, including Saturdays in many cases. The data gathered at off-site facilities will be combined with onsite health evaluation results and included in aggregate company reports. Physician Form This option is ideal for participants who have visited their physician recently and already have test results, as well as international employees, spouses, and employees in certain remote locations. After the physician form is completed, the participant simply sends their results securely to CHC. As with our remote screening option, the data will be reflected in the participant and company reports. Physician Connect Our Physician Connect service will allow the participants' lab results to be sent to their personal physician. Since many people do not adhere to a recommended annual doctor visit, this feature provides a convenient way for individuals to gather important biometric data, thus facilitating a more Wellbeing Strategy Proposal 5 meaningful interaction with their physician during a visit. CHC receives positive feedback from physicians because this data enables them to effectively treat and manage the health of their patients. e -LEARNING CHC offers a wide variety of 700 e -Learning courses tailored to a participant's specific wellbeing needs. Participants can access the e -Learning Library through their personal online member portal. The courses are highly interactive, easy to understand and enjoyable. The multi -media modules present information in simple format based on proven theories of learning and behavior modification. Best of all, members can access modules and learn at their own pace and convenience. FINANCIAL WELLBEING Our robust and unique curriculum increases your employees' financial confidence by engaging them with topics such as budgeting, bank accounts, student loans, credit cards and retirement. CHC equips your employees with interactive tools to personalize their experience. They can earn rewards along the way as they achieve specific goals. Support tools include finance experts, articles, interactive modules, webinars, resource recommendations and more! With a wide range of tools at their fingertips, your employees can take a big step toward true potential by taking control of their finances. HEALTH COACHING Each participant has access to inbound health coaching via the phone or internet, for ongoing behavior modification, education, and access to proprietary online weight management and smoking cessation programs. Coaches educate on a wide variety of wellbeing topics including, but not limited to, Nutrition Planning, Stress Management, Exercise Programs, Sleep Improvement, Cholesterol Management, Healthy Pregnancy and Diabetes Control. CHC offers outbound health coaching as an optional program component for at -risk participants. At - risk participants are typically identified by an out -of -range wellness score, which triggers an outbound health coaching session. Outbound health coaching can also be recommended based on specific health risks as identified by the client. RESULTS Employee Results CHC is concerned about the environment and proud to be a Green Company. Each participant has access to their own personal health portal on our website. This includes summarized and detailed results within 72 hours of their screening, along with explanations and trending information and easy access to additional resources such as e -learning and health coaching. Printed results are also available through the mail upon request. Aggregate Reporting & Company Profile Following the health evaluations, your Account Manager will meet with your management team to review the aggregate results of the screening and highlight areas that can be addressed to lower Wellbeing Strategy Proposal 6 claims costs and improve health and productivity. Your Account Manager will work closely with you to review and interpret the data, and to translate it into actionable information for your company. Wellbeing Strategy Proposal ACCOUNT MANAGEMENT & CUSTOMIZED MARKETING Account Management is a pillar of our service to you. Your Account Manager will work closely with you to understand your goals, and will be your partner year-round in facilitating a sustainable, long- term wellbeing strategy that fits your business and culture. It is their role to support both the strategic and tactical efforts throughout every phase of the implementation and engagement. The responsibilities include but are not limited to: • Provide process and timeline for program implementation • Develop and deliver customized program communications • Provide FAQs for both participant and management • Provide weekly updates during program registration • Develop and implement incentive tracking and reward program • Manage day to day employee questions • Provide updates on new or enhanced solutions • Analyze participant and aggregate reports to identify progress and next -step action items • Work with management to develop strategies for phases of engagement from year to year CUSTOM REWARD PROGRAMS Optional We scientifically apply rewards to promote specific habits that lead to true potential. Our proprietary algorithm ensures the proper type and timing of rewards to create lasting change. CHC's approach to rewards is flexible and customizable. We allow clients and employees to measure results and to reward and reinforce the habits that will achieve their wellbeing goals. The platform will capture the components of your specific wellbeing program, including both those that you define and those provided by CHC. With our rewards programs, CHC manages HIPAA compliant reporting on those participants that have achieved program components and achieved target rewards. While a wide variety of reward types can be utilized, premium differentials are our recommendation as they consistently deliver the strongest participation and program engagement. WALKING PROGRAM Optional The CHC Walking Program motivates employees to be more active, builds community and inspires a healthy culture that encourages lower-cost behaviors. • Customizable walking challenges and 30+ challenge library • Online team results and leader board for competitive challenges • Account management assistance with program set up and implementation • How-to guides to help get participants started • Targeted and engaging marketing • Training for team set up and program use Wellbeing Strategy Proposal 8 • Complete program tracking through CHC user portal • Ability to combine and analyze your walking and bio -behavioral data DATA ANALYTICS Optional Data Analytics integrates multiple risk data silos and provides employers with the relevant data and statistically validated solutions needed to make money -saving, empirical decisions. By integrating medical claims data, pharmacy data, and workers compensation data with the wellbeing plan biometric data, CHC utilizes data -driven analytics to help organizations effectively manage health plan spend. Clients gain crucial insight into which risks are driving costs and the specific target areas (lifestyle, utilization, compliance, gaps in care, etc.) for a population health management strategy. With Data Analytics, CHC provides you with valuable insight into the following areas: • How your entire population is utilizing the current health plan. • What risk factors are driving costs, and what strategies can mitigate future risks? • What is the relationship between gaps in care and disease severity? • What is the lost productivity and absenteeism related to specific health risks? • What are the specific targets for a population health management strategy? • How is my wellbeing program impacting the health plan cost trends? Data Analytics serves as an independent, digital data warehouse, and provides data crucial to managing and negotiating future health plan costs. Wellbeing Strategy Proposal Wellbeing Strategy Proposal 10 Anemia, Infections & Heart Disease & Stroke Certain Cancers Cholesterol Iron Percentile Cholesterol WBC, RBC, MCV, MCHC, Triglycerides RDW HDL and LDL Platelet count, HDL/Cholesterol-Risk Hemoglobin Ratio Hematocrit Globulin, Total: Albumin Serum A/G Ratio Kidney Disease Nutritional & �= BUN/Creatinine Ratio Gastrointestinal Disorders Phosphorus Total Protein Sodium Albumin Potassium Uric Acid Chloride Calcium Urea Nitrogen Carbon Dioxide Liver & Gallbladder Diabetes Total Direct Bilirubin Blood Glucose Alkaline and Phosphates AST, ALT, and GGT Albumin Total Protein OBlood Pressure Reading The CHC Wellness Taken before blood is ® research -based Health drawn and again after Risk Appraisal (HRA) is a blood draw if initial questionnaire that reading is elevated (white assesses lifestyle choices coat syndrome) to better evaluate a participant's overall health Wellbeing Strategy Proposal 11 •40 � � r P s ri EXHIBIT B FEE SCHEDULE PROPOSED 3 -YEAR STRATEGY Wellbeing Strategy Proposal 13 Year 1 Year 2 Year 3 Program Elements Program Set-up , Custom Marketing Materials , Full Service Sign -Up , Online Heath Risk Assessment , Health Evaluation , Online Participant Health Portal with Nutrition and Activity Tracking , Online Company Health Portal , Individual and Company Results Reporting 700 CHC e -Learning Courses , CHC Inbound Telephonic Health Coaching , Financial Wellbeing Resource Center , Recommended Value Added Services (optional) A1C Reflex Testing - When blood glucose level is > 100 Custom Incentive Programs & Tracking , CHC Walking Program , Data Analytics Wellbeing Strategy Proposal 13 PROPOSED SOLUTION • A dedicated, consultative Account Manager, along with CHC executive Included sponsorship • Onsite screenings including Health Risk Assessment, and custom Included reporting • Biometric testing, which analyzes liver and kidney function, coronary heart health, anemia, white and red blood counts (for early detection of Included cancer), along with lipid components. • Physician outreach to participants with out -of -range conditions indicating Included potentially urgent health risks • Web portal access for all participants, with nutrition and activity tracking Included • A mobile app for convenient access to online resources and reports Included • Follow-up programs which include e -Learning, a 14 -week online tobacco Included cessation program, and health coaching • Financial Wellbeing Resource Center Included • Aggregate Report: Review valuable data gathered from the screening and assist with the interpretation of the data and design of appropriate Included action plans. • Customized marketing materials Included • LabCorp services for participants who cannot attend onsite screenings Included Comprehensive Health & Wellness Program (per participant) Enter $ of Program • A1C Reflex Testing - When blood glucose level is > 100 Proposed Solution Page 1 of 2 N/A Wellbeing Strategy Proposal 14 PROPOSED SOLUTION continued Value Added Services: • TSH (Thyroid) N/A • PSA (Prostrate) N/A • Cotinine N/A • Height, Weight, Waist Circumference (onsite) N/A • Height, Weight, Waist Circumference (remote) N/A • Custom Incentive Platform N/A • Walking Program N/A • Data Analytics N/A Under minimum cost Choose an item. Minimum participation per event 30 Travel costs Actual Costs • Allow 6-8 weeks to implement services. • Travel costs will be provided as appropriate when screening logistics are discussed. • Fees for onsite screening services will be based on a minimum of 30 participants. • Walking Program options are available to employees who are not participants in the CHC solution. Additional fees apply. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date. Client: Date CHC Wellbeing: Proposed Solution Page 2 of 2 Wellbeing strategy Proposal is