HomeMy WebLinkAbout20240831.tiffRESOLUTION
RE: APPROVE BUSINESS ASSOCIATE AGREEMENT, AND POPULATION HEALTH
SERVICE AGREEMENT AND ADDENDUM FOR PROTECTED HEALTH
INFORMATION (PHI) PURSUANT TO HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT (HIPAA), AND AUTHORIZE CHAIR TO SIGN -
ALERA GROUP, INC., DBA VITAL INCITE
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Business Associate Agreement, and
Population Health Service Agreement and Addendum for Protected Health Information (PHI)
Pursuant to Health Insurance Portability and Accountability Act (HIPAA) between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Human Resources, and Alera Group, Inc., dba Vital Incite,
commencing March 1, 2024, with further terms and conditions being as stated in said agreements
and addendum, and
WHEREAS, after review, the Board deems it advisable to approve said agreements and
addendum, copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Business Associate Agreement, and Population Health Service
Agreement and Addendum for Protected Health Information (PHI) Pursuant to Health Insurance
Portability and Accountability Act (HIPAA) between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Resources, and Alera Group, Inc., dba Vital Incite, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreements and addendum.
2024-0831
PE0036
BUSINESS ASSOCIATE AGREEMENT, AND POPULATION HEALTH SERVICE AGREEMENT
AND ADDENDUM FOR PROTECTED HEALTH INFORMATION (PHI) PURSUANT TO HEALTH
INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) - ALERA GROUP, INC.,
DBA VITAL INCITE
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 10th day of April, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:
Kevin D. Ross, Chair
Weld County Clerk to the Board
Perry L. Buck, Pro-Tem
BY:
Deputy Clerk to the Board
Mike Freeman
APPROVED AS TO FORM:
Scott K. James
County Attorney
Date of signature:
Lori Saine
2024-0831
PE0036
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Vital Incite/Population Health Services
DEPARTMENT: Human Resources
PERSON REQUESTING: Jill Scott, Kelly Leffler
DATE: 4/1/24
Brief description of the problem/issue:
Shirazi Benefits established an agreement with Vital Incites to review medical claims, pharmacy claims, biometric
data, onsite clinic services, and service engagement throughout our health plans to assure correct utilization of
our plans and that we have the proper plans in place for the population on the plans.
Vital Incites utilizes reporting tools along with the Population Health Consulting team to work with Weld County,
and appropriate vendors, to identify items that are most impacting medical spend, gaps in care or group risk to
develop strategies for constant improvement. They will also assist with answering questions that arise from the
Benefits team related to medical spend or health plan risk and will report findings to the onsite clinic related to
their services to help improve outcomes.
With Shirazi no longer being Weld County's Health Benefits Broker, for Vital Incites to complete the current
projects they are working on, Weld County needs an agreement in place to cover the services that are being
provided. The Business Associate Agreement, Population Health Services Agreement, and the Population
Health Services Addendum are the three agreements that need to be completed by Weld County for Vital Incites
to continue to provide data and improvement ideas.
What options exist for the Board?
The Board can sign the three agreements attached to this document, and the services will continue, or the Board
can agree to not sign the attached agreements and the services will be discontinued.
Consequences:
The County Benefits team is currently working on a couple large findings from the data already brought
to attention by these services that is going to playa significant role in how we manage our benefits plans
to move forward. If the services are continued, we will have a solid plan moving into 2025 with the Health
Benefits Plan that will save Weld County money. If the services are discontinued, we will potentially not
have sufficient information to make as educated decisions on future Health Benefit Plans.
Impacts:
This program is proving to already have a very positive impact on keeping an eye on current usage of
the County Health Plan and is providing insight on how to move forward to reduce spending.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
This program will cost $2.54 PEPM and is currently scheduled to be paid by Aetna funds for the remainder
of the year and will not have an effect on the County budget.
Recommendation:
It is recommended that the Board of County Commissioners approve to sign the attached agreements to continue
services with Vital Incites, Population Health Services. Vital Incites is requesting signatures on page 4 of the
Population Health Services Addendum, page 7 of the Business Associate Agreement, and page 15 of the
Population Health Services Agreement.
2024-0831
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross , Char
Lori Saine
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Via. €ry t4.2
Karla Ford
From:
Sent:
To:
Subject:
yes
Lori Saine
Weld County Commissioner, District 3
1150 O Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: Isaine{alweldgov.com
Website: www.co.weld.co.us
In God We Trust
Ldfi'Salne
Tuesday, April 2, 2024 1:46 PM
Karla Ford
RE 1 Please Reply Vital Incites PA —Human Resources.
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Karla Ford <kford@weld.gov>
Sent: Tuesday, April 2, 2024 1:22 PM
To: Lori Saine <Isaine@weld.gov>
Subject: 1 Please Reply Vital Incites PA - Human Resources
Importance: High
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford A
Office Manager, Board of Weld County Commissioners
1150 0 Street, P.O. Box 758, Greeley, Colorado 80632
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (the Agreement'(, is entered into as of the 1v day of
March 2024 (the "Effective Date') by and between Weld County Government whose principal place of business
is Greeley, CO (the "Client"), on behalf of the Weld County Government (the "Plan"), and Alera Group, Inc. doing
business as Vital Incite, whose principal place of business is Deerfield, Illinois ("Business Associate," and with
Client, each a "Party" and together the "Parties'). This Agreement supersedes and replaces any prior Business
Associate Agreements and related amendments thereto between the Parties.
RECITALS
WHEREAS, Client maintains the Plan that provides certain health plan benefits to certain of Client's
employees, former employees and their eligible dependents, if any;
WHEREAS, Business Associate performs or will perform certain services for the Plan;
WHEREAS, in the course of performing services for the Plan, Business Associate will have access to,
create, maintain and/or otherwise use and/or disclose Protected Health Information (as defined below); and
WHEREAS, the Parties desire to set forth their respective obligations with respect to Protected Health
Information (as defined below) pursuant to the Health Insurance Portability and Accountability Act of 1996, as it
may be amended from time to time, the Health Information Technology for Economic and Clinical Health Act,
Title XIII of the American Recover and Reinvestment Act of 2009 (the "HITECH ACT'), and related regulations
promulgated in 45 C.F.R. Parts 160-164 (the "Regulations,');
NOW THEREFORE, Client and Business Associate agree as follows:
1. Definitions
The following terms have the following meaning when used in this Agreement:
a. Breach means that term as defined in 45 C.F.R. § 164.402.
b. Designated Record Set means that term as defined in 45 C.F.R. § 164.501.
c. Electronic Protected Health Information means Protected Health Information that is transmitted
or maintained in electronic media, including, but not limited to, hard drives, disks, on the internet or
on an intranet.
d. HHS means the Department of Health and Human Services.
e. Individual means that term as defined in 45 C.F.R. § 160.103, and includes a person who qualifies
as a personal representative in accordance with 45 C.F.R. § 164.502(g).
f. Privacy Rule means the privacy requirements in HIPAA, as set forth in 45 C.F.R. Part 160, and
Subparts A and E of 45 C.F.R. Part 164, and as amended by the HITECH Act and the Regulations.
g.
Protected Health Information means that term as defined in 45 C.F.R. § 160.103, except limited
to the information created, received or maintained by Business Associate from or on behalf of the
Plan.
h. Required by Law means that term as defined in 45 C.F.R. § 164.103.
i. Secretary means the Secretary of the Department of Health and Human Services or his/her
designee.
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Security Incident means that term as defined in 45 C.F.R. § 164.304.
024,2 `t 640(
k. Security Rule means the security requirements set forth in HIPAA, as set forth in 45 C.F.R. Part
160, and Subparts A and C of 45 C.F.R. Part 164, and as amended by the HITECH Act and the
Regulations.
I. Subcontractor means that term as defined in 45 C.F.R. § 160.103, except limited to any such
person or entity that receives, maintains, creates or transmits Protected Health Information for
Business Associate.
m. Transaction means that term as defined in 45 C.F.R. § 160.103.
n. Unsecured Protected Health Information means that term as defined in 45 C.F.R. § 164.402.
Any capitalized term not specifically defined herein will have the same meaning as set forth in 45 C.F.R.
Parts 160 and 164, where applicable. Other terms used here but not defined, including, without limitation,
"use," " "disclose" and "discovery," or derivations thereof, although not capitalized, shall also have the
meanings set forth in HIPAA, HITECH and the Regulations.
2. Obligations and Activities of Business Associate
Business Associate will:
a. Not use or disclose Protected Health Information other than as permitted or required by this
Agreement or as Required by applicable Law.
b. Document and use appropriate administrative, technical and physical safeguards, and comply with
Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information, to prevent
use or disclosure of Protected Health Information other than as provided for by this Agreement or
in a services agreement entered into between the Parties.
c. With respect to any use or disclosure of Unsecured PHI not permitted by the Privacy Rule that is
caused solely by Business Associate's failure to comply with one or more of its obligations under
this Agreement, the Plan hereby delegates to Business Associate the responsibility for determining
when any such incident is a Breach. In the event of a breach, Business Associate will notify Client
in writing within five (5) business days of becoming aware of (i) any use or disclosure of Protected
Health Information by Business Associate or any Subcontractor that is contrary to this Agreement
including, without limitation, any Breach of Unsecured Protected Health Information; or (ii) any
Security Incident. If there is a Breach of Unsecured Protected Health Information, Business
Associate will:
Notify Client in writing of the Breach without unreasonable delay, and in no event more
than five (5) business days after discovery of the Breach, and provide (i) a list of all
Individuals affected by the Breach, and (ii) any other available information that the Plan is
required to include in notifications to such Individuals pursuant to 45 C.F.R. § 164.404(c).
In the event any such information is not available when Client is notified of the Breach,
Business Associate will provide such information to Client as soon as it becomes available;
and
ii. Cooperate with Client to notify: (i) Individuals whose Unsecured Protected Health
Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, used or disclosed; (ii) the media, as required by 45 C.F.R. § 164.406;
and (iii) the Secretary as required by 45 C.F.R. § 164.408(b) if the legal requirements for
media or HHS notification are triggered by the circumstances of such Breach, provided that
Business Associate will not initiate any such notifications without Client's express written
approval.
d. Establish procedures for mitigating, and follow those procedures and so mitigate, to the extent
practicable, any harmful effect that is known to Business Associate of a use or disclosure of
Protected Health Information by Business Associate or by any Subcontractor that is contrary to this
Agreement.
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e. Ensure that any Subcontractor that creates, receives, maintains or transmits Protected Health
Information on behalf of Business Associate enters into a written agreement whereby the
Subcontractor agrees to the same restrictions, conditions and requirements that apply to Business
Associate with respect to such information, in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 45
C.F.R. § 164.308(b)(2).
f. Provide, in the manner reasonably requested by the Plan and within ten (10) calendar days of
receiving a request from the Plan or an Individual, access to Protected Health Information in a
Designated Record Set, to the Plan or, as directed by the Plan, to an Individual, in order for the
Plan to fulfill its obligations under 45 C.F.R. § 164.524 to provide access and copies of Protected
Health Information to an Individual.
g. Make any amendment(s) to Protected Health Information in a Designated Record Set as directed
or agreed by the Plan pursuant to 45 C.F.R. § 164.526, within fifteen (15) calendar days of receiving
a request from the Plan or an Individual, or take other measures to satisfy the Plan's obligations
pursuant to 45 C.F.R. § 164.526.
h. Maintain and make available to the Plan or, as directed by the Plan, to an Individual, within fifteen
(15) calendar days of the Plan's request, the information required for the Plan to satisfy their
obligations pursuant to 45 C.F.R. § 164.528 to respond to a request for an accounting of
disclosures of Protected Health Information.
i. Notify the Plan within five (5) business days of receiving, directly from an Individual, a request for
(i) access to Protected Health Information pursuant to 45 C.F.R. § 164.524; (ii) amendment to
Protected Health Information pursuant to 45 C.F.R. § 164.526; or (iii) an accounting of disclosures
of Protected Health Information pursuant to 45 C.F.R. § 164.528.
J•
Comply with the requirements of Subpart E of 45 C.F.R. Part 164 that are applicable to the Plan, if
Business Associate is to carry out one or more of the Plan's obligations under Subpart E.
k. In the event Business Associate transmits or receives a Transaction on behalf of the Plan, Business
Associate will comply with all applicable provisions of the HIPAA standards for electronic
transactions and code sets (the "EDI Standards'). Business Associate will also ensure that any
Subcontractor that transmits or receives a Transaction on its behalf does so in accordance with the
EDI Standards.
Make its internal practices, books, and records available to the Secretary or the Plan for purposes
of a review and assessment of Business Associate's or the Plan's compliance with HIPAA; and
notify Client within five (5) business days of receiving a request for any such materials directly from
HHS.
m. Not engage in the Sale of Protected Health Information or otherwise receive direct or indirect
remuneration in exchange for the Protected Health Information of an Individual, unless Business
Associate or the Plan has obtained a valid authorization from the Individual, consistent with the
requirements under 45 C.F.R. § 164.508.
3. Permitted Uses and Disclosures by Business Associate
a. Business Associate may only use or disclose Protected Health Information as necessary to perform
functions, activities, or services for, or on behalf of, the Plan, provided that such use or disclosure
would not violate the Privacy Rule if done by the Plan or the minimum necessary policies and
procedures of the Plan, or as otherwise expressly provided in this Section 3.
b. Business Associate may use Protected Health Information to de -identify the Protected Health
Information in accordance with 45 C.F.R. § 164.514(a) — (c); provided, however, that Business
Associate may use the de -identified information only if and to the extent expressly permitted in this
Section 3.
c. Business Associate may use or disclose Protected Health Information as Required by Law.
3
d. Any use or disclosure of Protected Health Information by Business Associate will be in compliance
wife the minimum necessary policies and procedures of the Plan, and with the minimum necessary
requirements of HIPAA.
e. Business Associate may not use or disclose Protected Health Information in a manner that would
violate Subpart E of 45 C.F.R. Part 164 if done by the Plan, except that Business Associate may
do the following:
i. Use Protected Health Information for the proper management and administration of
Business Associate, or to carry out the legal responsibilities of Business Associate.
Disclose Protected Health Information for the proper management and administration of
Business Associate, or to carry out the legal responsibilities of Business Associate,
provided that the disclosures are Required by Law, or Business Associate obtains
reasonable written assurances from the person or entity receiving the information (each a
`Recipient') that the information will remain confidential, and be used or further disclosed
only as Required by Law or for the purposes for which it was disclosed to the Recipient;
and the Recipient notifies the Business Associate of any instances of which the Recipient
is aware in which the confidentiality of the information has been breached.
iii. Use Protected Health Information to provide data aggregation services as permitted by 45
C.F.R. § 164.504(e)(2)(i)(B) that relate to the Health Care Operations of the Plan.
f. Business Associate may use Protected Health Information to report violations of law to the
appropriate federal and state authorities, consistent with 45 C.F.R. § 164.502(j)(1).
4. Obligations of the Plan
The Plan will:
a. Notify Business Associate of any limitations in the Plan's Notice of Privacy Practices under 45
C.F.R. § 164.520, to the extent any such limitation may affect Business Associate's use or
disclosure of Protected Health Information.
b. Notify Business Associate of any changes in, or revocation of, the permission by an Individual to
use or disclose his or her Protected Health Information, to the extent that such changes may affect
Business Associate's use or disclosure of Protected Health Information.
c. Notify Business Associate of any restriction on the use or disclosure of Protected Health Information
that the Plan has agreed to or are required to abide by under 45 C.F.R. § 164.522, to the extent
that such restriction may affect Business Associate's use or disclosure of Protected Health
Information. In the event that the Plan takes action as described in Section 4(a), Section 4(b), or
this Section 4(c), Business Associate will decide which restrictions or limitations it will administer.
In addition, if those limitations or revisions materially increase Business Associate's cost of
providing services under a services agreement entered into between the Parties, including this
Agreement, the Plan will reimburse Business Associate for such increase in cost
d. Not request Business Associate to use or disclose Protected Health Information in any manner that
would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by the Plan, except for
uses and disclosures of Protected Health Information by Business Associate in accordance with
Section 3(e) above.
5. Term and Termination
a. The term of this Agreement begins on the Effective Date and ends on the date that any services
agreement between the parties terminates, or if earlier, the date that Client terminates this
Agreement for cause pursuant to Section 5(b) below.
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b. Client may terminate this Agreement for cause effective as of any date designated by the Client in
a notice to Business Associate upon a determination by Client that Business Associate has
breached a material term of this Agreement. Client may, in its discretion, allow Business Associate
a specified period of time to cure the breach, and upon a cure satisfactory to Client, elect not to
terminate the Agreement on account of the breach.
c. Upon termination of this Agreement for any reason, Business Associate will (and will ensure that
its Subcontractors that have had access to Protected Health Information will):
i. Retain only the Protected Health Information that is necessary for Business Associate or a
Subcontractor to continue its proper management and administration or to carry out its
legal responsibilities;
ii. Return to the Plan or to the Plan's designee, or upon the Plan's prior written agreement,
destroy (and certify in writing to the Plan that it has destroyed) any remaining Protected
Health Information that Business Associate or any of its Subcontractors maintain in any
form;
iii. Continue to use appropriate administrative, technical and physical safeguards, and to
comply with Subpart C of 45 C.F.R. Part 164, with respect to any Electronic Protected
Health Information so as to prevent use or disclosure of the Electronic Protected Health
Information other than as specified in this Section 5(c) for as long as Business Associate
or any Subcontractor retains the Electronic Protected Health Information;
iv. Not use or disclose the Protected Health Information retained by Business Associate or by
any Subcontractor other than for the purposes for which such Protected Health Information
was retained, and subject to all the conditions and limitations set forth in Sections 2 and 3
above that applied prior to termination of the Agreement;
v. Return to the Plan or, upon the Plan's prior written agreement, destroy (and certify in writing
to the Plan that it has destroyed) the Protected Health Information retained by Business
Associate or by any Subcontractor as of the date such Protected Health Information is not
needed by Business Associate or the Subcontractor for its proper management and
administration or to carry out its legal responsibilities.
6. Miscellaneous
a. Regulatory References. A reference in this Agreement to a section in the Privacy Rule, the
Security Rule, or to any other regulation promulgated under HIPAA means the section as in effect
or as amended.
b. Survival. Sections 2, 3, 5(c) and 6 of this Agreement shall survive the termination of this
Agreement.
c. Interpretation. Any ambiguity in this Agreement will be resolved to permit the Plan to comply with
the Privacy Rule, Security Rule and other provisions of HIPAA.
d. Effect. This Agreement shall be binding upon, and shall inure to the benefit of, Client, the Plan and
Business Associate, and their respective successors, assigns, administrators and other legal
representatives.
e. No Third Party Beneficiary. Nothing express or implied in this Agreement is intended to confer,
nor shall anything herein confer, upon any person other than Client, the Plan and Business
Associate, and their respective successors or assigns, any rights, remedies, obligations, or
liabilities whatsoever.
f. Independent Contractors. Nothing contained herein shall be deemed or construed by the Parties
or by any third party to create a relationship of employer and employee, principal and agent, or joint
venture of the Parties, it being understood and agreed that Business Associate provides services
5
to Client and the Plan hereunder as an independent contractor; Business Associate retains full and
complete control over its performance under this Agreement; and Client and the Plan have no
autiority to direct or control Business Associate's conduct or activities in connection with this
Agreement.
g.
Governing Law. The construction, interpretation and performance of this Agreement and all
transactions under this Agreement shall be governed and enforced pursuant to the laws of the
State of Illinois, except as such laws are preempted by any provision of federal law, including by
ERISA or HIPAA. Any action or proceeding arising out of or relating to this Agreement shall be
brought and tried exclusively in a federal or state court of competent jurisdiction located in Cook
County, Illinois and in no other court or venue.
h. Severability. In the event any provision of this Agreement is rendered invalid or unenforceable
under any new or existing law or regulation, or declared null and void by any court of competent
jurbdiction, the remaining provisions of this Agreement shall remain in full force and effect if they
reasonably can be given effect.
j.
Notices. All notices to be given pursuant to the terms of this Agreement shall be in writing and
shall be deemed given five (5) business days after being sent by certified mail, return receipt
requested, postage prepaid or one (1) business day after being sent by reputable overnight mail
deivery to the other Party, at the address set forth below or at such other address as a Party may
designate from time to time.
If to the Client, notice shall be sent to:
Weld County Government
1150OSt.
Greeley, CO, 80631
Attention: Kelly Leffler
If to the Business Associate, notice shall be sent to:
Ales Group, Inc., dba Vital Incite
3 Parkway North, Suite 500
Deerfield, Illinois 60015
Attention: Chief Legal Officer
Amendment. The Parties agree to take such action as is necessary to amend this Agreement from
time to time as is necessary for the Plan to comply with the requirements of HIPAA.
k. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original. Facsimile copies thereof shall be deemed to be originals.
6
IN WITNESS WHEREOF, the Parties have executed this Business Associate Agreement as of the date below.
BUSINESS ASSOCIATE
By:
CLIENT
Name:
Title:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
� J
Kevin D. Ross, Chair
ATTEST:
APR 1
isizifeiv Jeito;v4
Clerk to the Board
0O tJ i CL
Deputy Clerk to the Board
POPULATION HEALTH SERVICES AGREEMENT
THIS POPULATION HEALTH SERVICES AGREEMENT (this "Agreement") is
made effective this 1st day of March 2024 ("Effective Date"), by and between Alera Group, Inc.,
a Delaware corporation doing business as Vital Incite ("Vital Incite") and Weld County
Government, CO. ("Employer"), each a "Par " and together the "Parties."
Background
A. Employer desires that Vital Incite provide Employer population health data
analytics and consulting services (the "Population Health Services").
B. The Population Health Services consist of integration and validation of data
sources, population health consulting and reporting, and access to Vital Incite reporting tools.
C. Vital Incite desires to provide to Employer the Population Health Services.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and
other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged,
the Parties hereto agree as follows:
Section 1. Definitions.
1.1 "Employer" means Weld County Government and any and all of its affiliates
associated with the provision of health services to the employees of Weld County Government and
any of its subsidiaries, including, but not limited to health plans established for such purpose.
1.2 "Intellectual Property Rights" means the worldwide patents, copyrights, trade
secrets, trademarks, know how, industrial design rights, moral rights and/or any other rights in any
idea, design, concept, method, process, technique, apparatus, invention, discovery, improvement,
product, computer software, materials, or work of authorship.
1.3 "Representative" means any officer, employee, agent, subcontractor, vendor,
affiliate or professional service provider.
Section 2. Population Health Services.
2.1 Description of Services. During the Term of this Agreement, Vital Incite shall
provide to Employer the services described in any and all Population Health Services Addenda
(Exhibit A) that are agreed to by the Parties in writing, which remain in effect (the "Population
Health Services").
2.2 Conditions to Vital Incite's Obligation to provide Population Health Services.
a. Vital Incite's obligation to provide the Population Health Services is
conditioned upon the accuracy and completeness of the health information as provided by
Employer or any supplier of information.
-1-
b. Although Vital Incite will timely notify Employer when it reasonably
determines that any data provided by any of the foregoing is inaccurate and/or incomplete,
Vital Incite's obligations remain conditioned by any inaccurate or incomplete data being
corrected. Employer agrees that Vital Incite will not be liable for any delay by Vital Incite
in the performance of, or failure by Vital Incite to perform, any obligations under this
Agreement if the delay or failure is attributable, in whole or in part, to Vital Incite's
inability to receive accurate data from any of the Employer's health plan data sources. Vital
Incite shall additionally not be liable for any claims arising out of or relating to any
deliverables or work product based derived from inaccurate data.
Section 3. Fees.
3.1 Determination. The Fees Owed for the Population Health Services provided
pursuant to this Agreement are described in any and all Population Health Services Addenda that
are agreed to by the Parties in writing, which remain in effect.
3.2 Invoicing and Payment of Fees Owed. No later than fifteen (15) days after the end
of each month during the term of this Agreement, Vital Incite shall send via email to Employer
one (1) invoice (the "Monthly Invoice") for the Fees Owed, which include all of the Fees pursuant
to Section 3.1. Employer shall pay to Vital Incite the total amount reflected on such Monthly
Invoice no later than fifteen (15) days after the Monthly Invoice is delivered via email to Employer
(the "Due Date").
3.3 Interest Owed for Late Payments. In addition to the amount owed pursuant to a
Monthly Invoice, Employer shall also pay to Vital Incite interest on any Monthly Invoice that is
paid more than fifteen (15) days after the Due Date (i.e., thirty (30) days after the Monthly Invoice
is delivered via email to Employer) at a rate equal to the lesser of one and one-half percent (1.5%)
per month or the highest rate permitted by applicable law, for each month, including partial
months, that the Monthly Invoice remains unpaid.
3.4 Late Payment is Material Breach. If Employer fails to pay any Fees Owed by the
Due Date, such failure will constitute a material breach of this Agreement and, in addition to Vital
Incite's other rights and remedies under law or equity, Vital Incite may, upon ten (10) days' prior
written notice to Employer, suspend all Population Health Services and/or terminate this
Agreement in accordance with Section 4 without any liability to Employer. If Vital Incite elects to
suspend all Population Health Services, Vital Incite will not be obligated to resume Population
Health Services until Employer pays all outstanding Fees Owed and Interest Owed for any Late
Payments.
3.5 Fees for Provision of Data. Any fees charged by any carrier or other third party to
provide Employer -related data to Vital Incite shall be the sole responsibility of Employer unless
otherwise agreed to by the Parties in writing.
Section 4. Term and Termination.
4.1 Term. This Agreement commences (a) as of the Effective Date and continues for
an initial period of one (1) year (the "Initial Term") and (b) automatically renews for successive
one (1) year terms (each a "Renewal Term") (the Initial Term and any Renewal Terms, collectively
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referred to in this Agreement as the "Term"), unless otherwise terminated in accordance with this
Section 4.
4.2 Termination for Cause.
a. If Employer beaches this Agreement pursuant to Section 3.4, Vital Incite
may terminate this Agreement pursuant to such Section.
b. If either Party breaches any other material term or condition of this
Agreement, the non -breaching Party may terminate this Agreement for cause
upon forty-five (45) days' prior written notice (the "Notice Period") specifying the
nature of the breach, provided that the breaching Party has not cured such breach
before the end of the Notice Period; except for a breach regarding failure to pay
Monthly Invoices, in which case the Notice Period will be ten (10) days.
c. A breach of a material term or condition of this Agreement permitting
termination for cause will include, but not be limited to, either Party's failure to
perform any of its duties or obligations set forth in this Agreement, including
those set forth in any Exhibit to this Agreement.
4.3 Termination without Cause. This Agreement may be terminated by either Party if
the terminating Party gives the other Party written notice of its election to terminate this Agreement
not less than ninety (90) days before the date that terminating Party has elected to terminate the
Agreement.
4.4 Termination for Other Reasons. Either Party may terminate this Agreement
immediately if the other Party:
a. applies for or consents to the appointment of or the taking of possession by
a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its
property;
b. becomes insolvent;
c. makes a general assignment for the benefit of creditors;
d. suffers or permits the appointment of a receiver for its business or assets;
e. becomes subject to any proceeding under any bankruptcy or insolvency law
whether domestic or foreign, voluntarily or otherwise; or
f. fails to contest in a timely or appropriate manner, or acquiesces in writing
to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code,
or similar law, or any application for the appointment of a receiver, custodian, trustee or
liquidation of itself or of all or a substantial part of its property, or its reorganization or
dissolution.
4.5 Duties upon Termination. Upon any termination of this Agreement:
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a. Employer will promptly pay any outstanding Fees Owed and other amounts
due to Vital Incite in compliance with the terms of this Agreement through the termination
date of this Agreement;
b. Employer will discontinue all use of the Population Health Services,
pursuant to any and all Population Health Services Addenda, and promptly return or, at
Vital Incite's written request provide certification of the destruction of any property of
Vital Iacite, including, but not limited to, information, documents and software related to
this Agreement, or any access rights, passwords, users manuals, training materials or other
information provided by Vital Incite to Employer in connection with the Population Health
Services;
c. Within thirty (30) days thereafter and in exchange for $5,000, Employer
may elect to receive one data file that includes all information that was collected by Vital
Incite pursuant to this Agreement. Such election must be made in writing by Employer
and provided to Vital Incite. Employer shall pay to Vital Incite $2,500 concurrent with
providing notice to Vital Incite of the election. Employer shall pay to Vital Incite the
remaining $2,500 upon Vital Incite's delivery of the data file to Employer; and
d. Vital Incite shall continue to comply with the terms of the Business
Associate Agreement marked as Exhibit B and incorporated herein by reference, including
the obligations set forth therein related to the return or destruction of Employer
information.
Section 5. Restrictions on the Use of Population Health Services. Employer and its
Representatives will use the Population Health Services in a manner consistent with this
Agreement and with all applicable laws and regulations, including without limitation, copyright,
patent and trademark laws. Employer acknowledges and agrees that Vital Incite is not responsible
for any misuse of any Population Health Service, or any programs or systems associated with the
Population Health Services, by Employer or its representatives. In particular, Employer will not,
nor will it permit or assist others to, abuse or fraudulently use the Population Health Services,
including, but not limited to, the following.
a. Access, alter, or destroy any information of another customer of Vital Incite
by any fraudulent means or device, or attempt to do so;
b. Use the Population Health Services (or any software associated with the
Population Health Services) to interfere with the use of the Population Health Services by
other Vital Incite customers;
c. Post, disseminate or otherwise transmit copyrighted materials without the
permission of the owner(s) of such copyrighted materials;
d. Publish, display, disclose, rent, lease, modify, loan, distribute or create
derivative works based on the Population Health Services or any part thereof, provided that
Employer may have limited access to and use of the data associated with the Population
Health Services, as described in Section 2;
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e. Reverse engineer, decompile, recompile, translate, adapt or disassemble the
Population Health Services (or any software associated with the Population Health
Services); or
f. Store, distribute or transmit any unlawful material through the Population
Health Services (or any software associated with the Population Health Services) provided
under this Agreement.
Section 6. Intellectual Rights and Proprietary Information.
6.1 Vital Incite Rights. Employer acknowledges and agrees to the following:
a. The Population Health Services provided under this Agreement contain
material that is protected by trade secret law, is confidential and proprietary to Vital Incite
or its licensors or contains health information analyses, algorithms, predictive modeling,
report formats, reporting processes and health risk management information proprietary to
Vital Incite.
b. Vital Incite retains all right, title, interest and ownership to the trade secrets
and all other Intellectual Property Rights in any software, programs or any other technology
it uses in connection with the Population Health Services and any enhancements or
derivative works it brings (collectively referred in this Agreement as the "Vital Incite
Technology"). All rights in and to the Vital Incite Technology not expressly granted to
Employer in this Agreement are reserved by Vital Incite.
6.2 Vital Incite's IP Rights.
a. Without limiting the generality of foregoing Section 6.1, Employer
acknowledges and agrees that all right, title and interest in Intellectual Property Rights
owned by Vital Incite (whether created before or during the term of this Agreement and
whether modified or enhanced by or at the suggestion of Employer or any of its
Representatives) that is licensed or disclosed to Employer under this Agreement or any
related agreement ("Vital Incite IP") will at all times remain solely owned by Vital Incite
and will not be considered "work for hire" of Employer at any time. Further, all
improvements, modifications, enhancements, updates, translations and derivative works to
and all related documentation and materials for the Vital Incite IP (whether made by Vital
Incite or made by or at the suggestion of Vital Incite, Employer, or any of its
Representatives) is and will be the sole and exclusive property of Vital Incite. Employer
agrees that it will not contest the validity or ownership of any Intellectual Property Rights
licensed or disclosed to Employer under this Agreement.
b. Employer agrees to comply with each of the following with respect to Vital
Incite IP:
(i) Employer will not copy, use, license or convey materials containing
the Vital Incite IP in any manner contrary to the terms of this Agreement or any
related agreement, as applicable.
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(ii) Employer will not disclose, license, sublicense, assign, rent, sell,
loan, give or otherwise distribute all or any part of the Vital Incite IP to any
third party except as specifically permitted under this Agreement or any related
agreement, as applicable.
(iii) For Vital Incite IP that is software, except as permitted under this
Agreement or any related agreement, as applicable, Employer will not attempt to
view, edit, reverse engineer, decompile, attempt to determine the method of
operation or otherwise access the source code of the software or alter or tamper
with it in any way.
(iv) Employer will not alter, remove or conceal any copyright, trademark
or other proprietary rights notices that may appear on or within the Vital Incite IP.
(v) Employer will restrict access to Vital Incite IP that is software to
(i) its employees who are required to have access in connection with the
performance of their duties, and (ii) other authorized end users and sublicensees
permitted under this Agreement or any related agreement, as applicable, who have
agreed to restrict access to the software and to comply with restrictions similar to
those set forth in this Section 6.2, the form of which agreement will be mutually
agreed to by the Parties.
(vi) To the extent Employer becomes aware that any of the Intellectual
Property Rights related to or affecting the Vital Incite IP is being infringed or
misappropriated by Employer, its Representatives, or by a third party, Employer
will promptly notify Vital Incite in writing. The notice shall set forth the facts of
such infringement or misappropriation in reasonable detail.
c. To the extent that this Agreement or any related agreement, as applicable,
includes the licensing of any trademark owned by Vital Incite, prior to using such
trademark for any marketing materials, Employer will first obtain Vital Incite's written
approval. Employer agrees that any use by Employer of Vital Incite's trademarks pursuant
to this Agreement or any related agreement, as applicable, will inure to the benefit of Vital
Incite. Employer will not use a different trademark in connection with any software with
which Vital Incite's trademark is associated. At no time will Employer challenge or assist
others to challenge Vital Incite's trademarks or the registration thereof or attempt to use or
register any trademarks or trade names confusingly similar to those of Vital Incite or that
would dilute or tarnish the trademarks of Vital Incite.
6.3 Employer's IP Rights.
a. Vital Incite acknowledges and agrees that all right, title and interest in
Intellectual Property Rights owned by Employer or its licensors, as applicable, as of the
Effective Date of this Agreement and disclosed to Vital Incite under this Agreement or any
related agreement will at all times remain solely owned by Employer and/or its licensors,
as applicable.
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b. During the Term of this Agreement, Employer grants to Vital Incite a
nonexclusive right to display Employer's trademark, logos, company name, and copyright
symbols (collectively, "Branding Information") for marketing and promotional purposes,
including in the following contexts: on website, in literature, in advertising, in proposals to
provide its services, in presentations, etc. However, Vital Incite shall not:
(i) use Branding Information in any way to indicate that it has any
ownership or control of Employer or its brands and products;
(ii) use Branding Information in any way that would knowingly harm,
diminish, or impair Employer's sales, prospects, brand name or reputation; or
(iii) sublicense Employer's Branding Information.
Upon termination of this Agreement, Vital Incite shall promptly remove any and all
references to Employer's trademark, logos, company name, or copyright symbols from any
materials or resources in its possession or under its control.
Section 7. Representations and Warranties.
7.1 Mutual Representations. Each Party represents and warrants to the other Party that
it has full right, power and authority to enter into and be bound by the terms and conditions of this
Agreement and to perform its respective obligations under this Agreement, without the approval
or consent of any other party or person.
7.2 Disclaimer of Warranties. VITAL INCITE'S SERVICES ARE PROVIDED
"AS IS" AND "WHERE IS", AND VITAL INCITE MAKES NO WARRANTIES,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE POPULATION
HEALTH SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE
USAGE OR TRADE PRACTICE.
Section 8. Remedies.
8.1 Vital Incite's Breach. The Parties agree that, in the event that Vital Incite breaches
this Agreement, Vital Incite's sole responsibility will be to correct the breach within a reasonable
timeframe at no additional cost to Employer. IN NO CASE, AND UNDER NO
CIRCUMSTANCES, SHALL VITAL INCITE'S LIABILITY FOR ANY CLAIMS ARISING
OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF
COMPENSATION ACTUALLY RECEIVED BY VITAL INCITE HEREUNDER IN THE
TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.
EMPLOYER ACKNOWLEDGES AND AGREES THAT, WITHOUT THE FOREGOING
LIMITATIONs OF LIABILITY, VITAL INCITE WOULD NOT BE WILLING TO ENTER
INTO THIS AGREEMENT.
8.2 Consequential Damages. The Parties agree that, subject to Employer's obligation
to make all payments required by Section 3 for the Term, in no circumstance, will either Party be
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subject to or responsible to pay to the other Party lost profits or consequential, punitive or similar
damages in the event of any breach of this Agreement by the other Party.
8.3 Breaches by Employer. If Employer fails to comply with its duties described in this
Agreement, Vital Incite will have all rights and remedies that law and equity provide.
Section 9. Indemnification.
9.1 Employer's Indemnification. To the fullest extent permitted by applicable law, and
except as otherwise provided in this Agreement, Employer, at its own expense, will indemnify,
defend and hold harmless Vital Incite and its Representatives from and against any and all direct
and third party liabilities, claims, suits, actions or other proceedings brought against Vital Incite,
and any loss or damage (including reasonable attorney's fees and costs), arising from or relating to
the negligent or more culpable acts or omissions of Employer or its Representatives in discharging
Employer's duties and obligations under this Agreement, excluding, however, such liability,
claims, losses, damages or expenses to the extent arising from Vital Incite 's negligence or willful
misconduct.
9.2 Vital Incite 's Indemnification. To the fullest extent permitted by applicable law,
and except as otherwise provided in this Agreement, Vital Incite, at its own expense, will
indemnify, defend and hold harmless Employer and its Representatives, from and against any and
all third party liabilities, claims, suits, actions or other proceedings brought against Employer
arising from the negligent or more culpable acts or omissions to act of Vital Incite or its officers
or employees in discharging Vital Incite's duties and obligations under this Agreement, excluding,
however, such liability, claims, losses, damages, or expenses to the extent arising from Employer's
negligence or willful misconduct.
9.3 Procedure. All indemnification obligations under this Section 9 will be subject to
the following requirements: (a) the indemnified Party will provide the indemnifying Party with
prompt written notice of any claim; (b) the indemnified Party will permit the indemnifying Party
to assume and control the defense of any action upon the indemnifying Party's written
acknowledgment of the obligation to indemnify (unless, in the opinion of legal counsel of the
indemnified Party, such assumption would result in a material conflict of interest); and (c) the
indemnifying Party will not enter into any settlement or compromise of any claim without the
indemnified Party's prior written consent, which will not be unreasonably withheld. In addition,
the indemnified Party may, at its own expense, participate in its defense of any claim. In the event
that the indemnified Party assumes the defense of a claim covered by this Section 9 or fails to give
prompt notice of such claim, the indemnifying Party will have no liability for attorney's fees and
costs incurred by the indemnified Party.
Section 10. Confidentiality, Non -Disclosure and Non -Solicitation.
10.1 Duration. The Parties acknowledge and agree that the terms of this Section 10 will
remain in effect throughout the Term, will apply to any and all disclosures of information by either
Party under this Agreement, and will survive the termination or expiration of this Agreement for
a period of three (3) years from the date of termination or expiration, or longer if required by
applicable law, including but not limited to HIPAA. Notwithstanding, all trade secret information
-8-
shall be safeguarded as required by this Agreement in perpetuity or for so long as such information
remains a trade secret under applicable law, whichever occurs first.
10.2 Privacy. The Parties agree to protect the privacy and to prevent the misuse or
inappropriate disclosure of all protected health information of Employer that is transferred to Vital
Incite, electronically or otherwise, in accordance with the Health Insurance Portability and
Accountability Act of 1996, as amended, ("HIPAA") and the regulations promulgated thereunder
and any applicable state privacy laws. The Parties agree that each will timely execute any further
documents that will be reasonably necessary to effect any term, condition, warranty or other part
or aspect of this Agreement, as necessary to comply with the privacy and security regulations
promulgated under HIPAA, including, but not limited to a Business Associates Agreement in the
form set forth in Exhibit B.
10.3 Confidentiality of Information. In the course of performing their respective
obligations under this Agreement, Vital Incite and Employer acknowledge that they will be
exposed to proprietary and/or confidential information of the other, including but not limited to
technology, business data, patient information, trade secrets and financial data (collectively
referred to as "Confidential Information"). Accordingly, the Parties agree to protect and to
maintain in an appropriate manner all such Confidential Information, and further agree to abide by
all applicable laws and regulations with respect to the use or retention of such information.
Confidential Information does not include information that is:
a. known to the receiving Party prior to receipt from the other Party;
b. generally known or available in the industry or to the general public through
no act or fault of the receiving Party;
c. acquired in good faith from a third party that has no obligation of
confidentiality with respect to such information;
d. required to be disclosed by applicable law, by order of court or any rule,
regulation or order of any governmental agency; or
e. independently developed for one Party by Representatives of that Party who
do not have access to the Confidential Information.
All information and documents relating to the Population Health Services provided by
Vital Incite to Employer will be considered both proprietary and confidential, whether or
not marked as such, and will be subject to the terms of this Agreement. For purposes of
this Agreement, proprietary and confidential information also includes all internal business
records, including but not limited to group/member reports and information concerning
reimbursement, rates, and pricing and any other data, as described in any Exhibit to this
Agreement.
10.4 Non -Disclosure of Agreements. Except as may be required by law or applicable
regulatory authorities, Employer agrees that it will not make public the existence of this Agreement
or any related agreement or any of the terms of this Agreement or any related agreement without
Vital Incite's prior written consent.
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10.5 Non -Solicitation. During the term of this Agreement and for a period of two (2)
years thereafter, neither Employer, nor any of Employer's affiliates, will, directly or indirectly,
solicit, hire, engage, subcontract with, or utilize the services of any person who is employed by
Vital Incite during the term of this Agreement, without Vital Incite's written consent In addition
to, and not by way of limitation of, all other rights and remedies available to Vital Incite arising
from or in relation to the matters set forth in this Section 10.5, Vital Incite will be entitled to compel
the specific performance of the provisions of this Section 10.5 and all of its terms, and to obtain
an injunction in a court (or courts) of competent jurisdiction to enforce the terms, provisions and
covenants of this Section 10.5 and to prevent their breach by Employer, without any obligation to
post any bond.
Section 11. Dispute Resolution.
11.1 Mediation.
a. Regarding any claim, controversy or dispute relating to or arising out of this
Agreement ("Matter"), either Party may require the other Party to submit the reasons for
its position, in writing, and to then enter into good faith negotiations to attempt to resolve
the Matter.
b. If the Matter is not settled between the Parties within sixty (60) days of
beginning negotiations, and if the inability to settle the matter is likely to have a material
adverse impact on either Party, then either Party may submit the Matter and commit the
Parties to mediation under the Commercial Mediation Rules of the American Arbitration
Association, as amended.
c. The mediator does not have authority to impose a settlement upon the
Parties but is to attempt to assist the Parties to reach a satisfactory resolution of the Matter.
The mediator is to end the mediation whenever, in his or her judgment, further efforts at
mediation would not contribute to a resolution of the Matter.
11.2 Arbitration.
a. If a Matter is not resolved according to the provisions in Section 11.1, then
the Parties must submit the Matter to, and have it determined by, binding arbitration
(the "Arbitration").
b. Unless otherwise agreed to by the Parties, the Arbitration is to be conducted
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, as amended, (the "Rules") and the following procedures.
(i) The Party initiating Arbitration will serve notice of the demand for
arbitration to the other Party, and file it with the American Arbitration Association.
(ii) The Arbitration panel is to determine issues of arbitrability but is not
to limit, expand or otherwise modify the terms of the Agreement.
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(iii) Unless otherwise agreed to by the Parties, one (1) neutral arbitrator
is to be appointed by the American Arbitration Association in accordance with the
Rules.
(iv) Each Party may present evidence in accordance with the Federal
Rules of Evidence.
(v) Each Party may conduct discovery in accordance with the Federal
Rules of Civil Procedure.
(vi) All proceedings before the arbitrators are to be held in Indianapolis,
Indiana.
(vii) The cost and fees of the Arbitration, including attorneys' fees, are to
be allocated by the arbitrator.
(viii) The award rendered by the arbitrator is final, and judgment is to be
entered in accordance with the applicable law and in any court having jurisdiction
over the Matter.
(ix) Each Party will cause its representatives and employees to, and will
request any mediator or arbitrator to hold the existence, content and result of any
mediation or arbitration in confidence, subject to disclosure requirements imposed
by law or as necessary in order for a Party to avail itself of any judicial remedies
provided in this Agreement.
c. Any disputes as to whether a claim is subject to arbitration will be settled
by binding arbitration.
11.3 Interim Relief. A Party may request a court of competent jurisdiction to provide
interim injunctive relief in aid of mediation or arbitration or to prevent a violation of this
Agreement pending mediation or arbitration. Any request made by one Party to the other shall not
be deemed a waiver of the obligation to negotiate, mediate and arbitrate described in this
Section 11.
Section 12. Miscellaneous.
12.1 Communications.
a. A Party giving any notice, process, or other communication under this
Agreement will send the communication via United States Postal Service Certified Mail,
Return Receipt Requested or reputable overnight delivery service with record of delivery
to the other Party at the address indicated below.
If to Vital Incite:
Alera Group, DBA Vital Incite
Attn: Mary A. Delaney, MS PT, CWP
Managing Partner
9339 Priority Way West, Suite 105
-11-
Indianapolis, IN 46240
If to Employer:
Employer
Attn: Kelly Leffler
1150O St.
Greeley, CO 80631
b. The communication is deemed to be delivered when the Party delivers it to
the delivery service.
c. A Party may change the address for communications by providing notice to
the other Party of the address to which future communications should be sent in accordance
with this Section 12.1.
12.2 Force Majeure Events. Neither Party will incur liability to the other Party with
respect to, and will not be responsible for any failure to perform, any of its responsibilities under
this Agreement if such failure is caused by any reason beyond its control including, but not limited
to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation or by
fire, earthquake, civil commotion or failure or disruption of utility services. The amount of time
for a Party to perform any of its responsibilities will be extended by the amount of time the Party
is delayed in performing such responsibility by reason of any force majeure occurrence whether
similar to or different from the foregoing types of occurrences.
12.3 Governing Law. This Agreement will be governed by the laws of the State of
Illinois without regard to its conflicts of laws principles. ANY ACTION OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED UPON ANY RIGHT
ARISING OUT OF, THIS AGREEMENT MAY BE BROUGHT ONLY IN THE COURTS
OF COOK COUNTY, ILLINOIS, OR, IF IT HAS OR CAN ACQUIRE JURISDICTION,
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS, AND EACH PARTY CONSENTS TO THE EXCLUSIVE JURISDICTION OF
SUCH COURTS (AND THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH
ACTION AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS. PROCESS
IN ANY ACTION REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED
UPON A PARTY ANYWHERE IN THE WORLD.
12.4 Merger and Amendment.
a. This Agreement (including any Exhibits) sets forth the entire agreement and
understanding of the Parties and merges all prior discussions or writings between them
regarding the subject matter of this Agreement.
b. Neither Party is bound by any provision other than as stated in this
Agreement or in a subsequent writing signed by the Parties.
c. The Parties may amend this Agreement only by an agreement in writing
executed by duly authorized representatives of both Parties.
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12.5 Relationship of the Parties. In connection with this Agreement, each Party is an
independent contractor. Neither Party has the power or authority to bind the other or incur any
obligation on the other Party's behalf. This Agreement establishes and will only be construed as
establishing a contract between unrelated business entities for the provision and purchase of certain
services and does not and will not be deemed to create a joint venture, partnership, fiduciary or
agency relationship between the Parties for any purpose. In no event will a Party be deemed to be
acting in a fiduciary capacity for the other Party.
12.6 No Third -Party Beneficiaries. It is the express intent of the Parties that this
Agreement will (a) define only the Parties' respective rights and obligations with respect to the
subject matter of this Agreement and (b) not create any independent rights in any third party or
make any third party a third -party beneficiary of this Agreement; nor will any such third party
have standing to enforce or challenge this Agreement.
12.7 Headings. The descriptive headings of the sections of this Agreement are inserted
for convenience only. They are not intended to and will not be construed to limit, enlarge or affect
the scope or intent of this Agreement or the meaning of any provision of this Agreement.
12.8 Waiver. The failure of a Party to enforce any provision of this Agreement does not
represent a waiver by the Party of the provision. A Party's waiver of a provision does not represent
a course of conduct or a future waiver of any provision.
12.9 Partial Invalidity. If any term, covenant, condition or provision of this Agreement,
or the application thereof to any person or circumstance, will at any time or to any extent be held
invalid or unenforceable, the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, will not be affected thereby, and each such term, covenant, condition and provision
of this Agreement will continue to be valid, binding and enforceable to the fullest extent permitted
by law, except to the extent that such unenforceability may deprive a party of the benefits
reasonably expected by that party as an inducement to enter into or to extend this Agreement.
12.10 Assignment. Neither Party may, without the prior written consent of the other Party,
assign its rights or delegate any of its duties or obligations under this Agreement without the prior
written consent of the other Party, which consent shall not be unreasonably withheld. Any
assignment of rights or delegation of duties that does not comply with this provision is void.
Notwithstanding the foregoing, each Party may assign this Agreement without the written consent
of the other Party to a successor entity or purchaser acquiring all or substantially all of its assets;
provided, however, that such successor entity or purchaser agrees to assume in writing all of the
rights, duties and obligations of the assignor under this Agreement for the remainder of the Term
of this Agreement
12.11 Successor and Assigns. This Agreement binds and benefits the parties and their
respective successor and assigns.
12.12 Counterparts. This Agreement may be executed in exchanged counterparts each of
which becomes an original and all of which together constitute one agreement binding on the
Parties, notwithstanding that both Parties are not signatories to the original or the same counterpart.
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12.13 Joint Drafting. This Agreement will be deemed to have been prepared jointly by
the Parties and their respective advisors and will not be strictly construed against either Party.
12.14 Attorney Fees. If either Party makes any claim or initiates any litigation against the
other Party involving this Agreement or any other document executed and delivered by any Party
pursuant to or in connection with this Agreement, the prevailing Party in such action shall be
entitled to receive reimbursement from the non -prevailing Party for all reasonable attorney fees
and other costs and expenses incurred by the prevailing Party in respect of that litigation, including
any appeal, and such reimbursement may be included in the judgment or final order issued in that
proceeding.
12.15 Advisors Consulted. Each Party hereby acknowledges and agrees that it (a) has read
this Agreement in its entirety prior to executing it, (b) understands the provisions and effects of
this Agreement and (c) has consulted with such advisors as it has deemed appropriate in connection
with its respective execution of this Agreement.
[Signatures on Following Page;
Remainder of Page Intentionally Left Blank]
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[Signature Page — Population Health Services Agreement]
IN WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of
the Parties as of the Effective Date.
Alera Group, Inc. DBA Vital Incite
By:
Name:
Title:
"Employer"
Weld County G
By:
Name: Kevin D. Ross
Chair, Weld County Board of
Title: Com ssioners
ATTEST:
By:
-fs/ )
Clerk to the Board
klut& cL
Deputy Clerk to the Board
-15-
APR 1 0 2024
c2 1- 083 r
Population Health Services Addendum
This Population Health Services Addendum (this "Addendum") is made as of March 1, 2024,
(the "Services Addendum Effective Date") by and between Alera Group, Inc., a Delaware
corporation doing business as Vital Incite ("Vital Incite") and Weld County Government
("Employer"), each a "Party" and together the "Parties". This Addendum is entered into with
respect to the Population Health Services Agreement entered into by and between the Parties with
an Effective Date of March 1, 2024, as amended from time to time (the "Agreement") and is
incorporated by reference into the Agreement.
In consideration of the premises and the covenants contained in this Addendum and the
Agreement, the Parties agree that Vital Incite shall provide to Employer Population Health
Services under the following terms and conditions.
1. Incorporation by Reference: Conflict. This Addendum is an agreement by and
between the Parties. The provisions of this Addendum are hereby expressly incorporated
by reference into and made a part of the Agreement. In the event of a conflict between
the terms and conditions of this Addendum and those of the Agreement, the terms of this
Addendum will take precedence and control solely with respect to matters related to this
Addendum.
2. Services. Vital Incite shall provide the following Services to Employer
a. Integration and Validation of Data Sources. Integrate and validate data sources
Integrate and validate the following data sources into Vital Incite reporting tools,
including, as available:
1. Medical Claims
2. Pharmacy Claims
3. Biometric Data
4. Onsite Clinic Services
5. Service engagement: health coaching, DM, CM, etc.
b. Population Health Consulting Services.
(i) Work with Employer to identify items that are most impacting medical
spend, gaps in care or group risk to develop strategies for constant
improvement.
(ii) Assistance with answering questions that may arise from Employer related
to medical spend or health plan risk.
(iii) Present report findings to the onsite clinic specifically related to their
services in an effort to help improve outcomes or support the efforts of the
Employer.
c. Reporting.
(i) Frequency and Description. Provide a standard set of population health
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reports semi-annually for analysis, as described more specifically directly
below, including a report that describes Vital Incite's observations and
analysis of what Vital Incite believes are the most important considerations
that may positively impact the following prospectively:
1) the costs incurred by and/or the health of the employees of the
Employer; and/or
2) the Employer's employee health benefit plan design, network
tiering, and/or wellness interventions.
CO Details of Reports.
1) Executive Summary of Trends and Indications related to cost and
health;
2) Progress towards identified Employer goals;
3) Wellness Indicators;
a. Preventative Care Compliance;
b. Care Coordination;
c. Compliance with Appropriate Follow up Care;
d. Prescriptive Medication Utilization and Trends;
e. Chronic Condition Identification; and
f. Gaps in Care;
4) Risk and Risk Migration;
5) Chronic Condition Impact and Care Compliance;
6) Network Utilization Impact;
7) Large Claim Trend;
8) High Cost Claimant Report;
9) Program Impact Analysis; and
10) Prospective High -Risk Analysis.
3. Term for Provision of Services. Vital Incite shall provide the Services described
in this Addendum for the Term of the Agreement.
4. Fees far the Services.
a. During the first year of this Agreement, the fee for the Services described in this
Addendum is: $2.54 per month for each employee who is included in the
Employer's health plan (the "Monthly Fee"). The Monthly Fee will increase by
3.00% on each anniversary of the Effective Date. The Parties agree that in the
event that the Monthly Fee or the parties to be billed for the Monthly Fee are to be
otherwise changed, such change(s) must be reflected in a written amendment to
this Addendum which is executed by the Parties.
b. Data Integration - Any data integration fees charged by any provider of data to be
integrated into Vital Incite are the sole responsibility of Employer. Employer will
be responsible to pay Vital Incite a one-time $2,500 fee for each new data
integration source. Vital Incite will not authorize any data integration for Employer
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without the express, written approval of Employer as to the data to be integrated
and the fee to be paid for such integration.
c. Integration of files represent new data sources and will be billed at $2,500 each.
5. Term and Termination. For Term and Termination purposes of this Addendum, the
provisions in Section 4 of the Agreement are controlling, except that the word
"Agreement" in Section 4 of the Agreement shall be replaced with "Addendum" for
purposes cf applying the provisions of Section 4 of the Agreement to this Addendum.
For clarity sake, if this Addendum is terminated pursuant to this Section 5 (applying the
provisions of Section 4 of the Agreement as previously stated herein), the Agreement
itself remains in full force and effect, unless a Party separately executes upon a right it
has pursuant to Section 4 of the Agreement for the explicit purposes of terminating the
Agreement.
[Remainder of Page Intentionally Left Blank;
Signatures on Following Page]
-3 -
ATTEST:
[Signature Page — Population Health Services Addendum]
IN WITNESS WHEREOF, this Population Health Services Addendum has been duly
executed by and on behalf of the Parties as of the Effective Date.
Alera Group, Inc., DBA Vital Incite
By:
Name:
Title:
Weld County Government
CD
By:
Name: Kevin D. Ross
APR 1 0 2024
Title: Chair, Weld County Board of
Commission
CCeers Jd
Clerk to the Board
Deputy Clerk to the Board
- 4 -
r- ntract
Entity Information
Entity Name *
VITAL INCITE
Contract Name
VITAL INCITE
Contract Status
CTB REVIEW
Entity ID.
@00048267
Q New Entity?
Contract ID
8016
Contract Lead *
BPETERSON
Contract Lead Email
bpeterson@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description
VITAL INCITE WILL PROVIDE EMPLOYER POPULATION HEALTH DATA ANALYTICS AND CONSULTING SERVICES
Contract Description 2
Contract Type*
AGREEMENT
Amount"
$ 0.00
Renewable"
YES
Automatic Renewal
NO
Grant
IGA
Department
HUMAN RESOURCES
Department Email
CM-
HumanResources@weldgo
v.com
Department Head Email
CM-HumanResources-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
NTYATTO R N EY@W EL
DGOV.COM
Requested BOCC Agenda Due Date
Date* 04/04/2024
04/08/2024
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Review Date"
01/31/2025
Renewal Date
03/01/2025
Committed Delivery Date Expiration Date
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
JILL SCOTT
DH Approved Date
04/08/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
04/10/2024
Finance Approver
CHERYL PATTELLI
Legal Counsel
KARIN MCDOUGAL
Finance Approved Date Legal Counsel Approved Date
04/08/2024 04/08/2024
Tyler Ref #
AG 041024
Originator
BPETERSON
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