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HomeMy WebLinkAboutCORRESPONDENCE - RFP - P1097 HEALTH RISK ASSESSMENT LIFESTYLE MANAGEMENT (5)Mayo Clinic Health Solutions 4001 41st Street NW Rochester, Minnesota 55901 507-538-5016 May 11, 2010 Federal Express James B. O'Neill II Director of Purchasing & Risk Management City of Fort Collins 215 North Mason St., 2"d Floor Fort Collins, CO 80524 RE: Amendment 2 to Administrative Services Agreement between the City of Fort Collins and Mayo Foundation for Medical Education and Research Dear Mr. O'Neill: Enclosed please find an original of the above -referenced, fully executed Amendment between the parties listed for your contract files. Thank you. Very truly yours, Jennifer M. Albright, R.P. Legal Consultant JMA/alc Enclosure R.P. denotes Registered Paralegal EXHIBIT B FEE SCHEDULE 1.1 Exhibit Starting Date. For purposes of this exhibit, the Exhibit Starting Date is March 1, 2010. A. Mayo Clinic EmbodyHealth Portal. (1) Fee Start Date: May 1, 2010. (2) Base Fee: $3,000 per month. The base fee is subject to change each month based on the total number of Eligible Households as follows, subject to a minimum $3,000 per month total fee. a. <5,000 Eligible Households $3,000 per month b. 5,000 — 7,499 Eligible Households $0.60 per Eligible Household per month (3) Enhanced Validation Access Option. A validation process utilizing a combination of multiple registration fields allowing City to manage portal access and user profile information. An eligible user's profile will be updated by the system with information from the most current enhanced validation file upon a user's successful portal registration and at each time of login to the portal: a. Initial Set-up: $10,000; b. Ongoing Maintenance: $250 per month. (4) City Information Administrative Tool. Extranet tool for allowing City to add City -specific text and links to the City Information module on home page, City Information page within the portal and City Information modules throughout the portal. Custom messages added to modules by City: No additional charge. (5) Mayo Clinic Incentive Fulfillment Data Extracts: Incentive fulfillment data extracts available for incentive -ready Program activities provided at conclusion of the incentive period. Data extracts include names and contact information of individuals eligible to receive the incentive (engagement, participation or completion of a Health Assessment): a. Single extract at the end of the incentive campaign period: No charge. b. Weekly or monthly or quarterly extracts: $100 per month. c. Extracts more frequently than above: $200 per month. (6) Multiple Health Assessments, Campaigns or Programs per Year. Base fee in Section 1.1(A)(2) above includes one (1) Health Assessment campaign per year, one (1) Walk to Wellness campaign per year, and use of health management programs for City-wide applications. The following additional fees apply if City wants to do multiple campaigns (different times, different customizations, different incentives, different sub - populations): a. One additional Health Assessment campaign during first year (May 1, 2010 —April 30, 2011): $1,000 b. Each additional Health Assessment campaign: $2,500; C. Each additional Walk to Wellness campaign: $1,000; and d. Each additional health management program campaign: $1,000. (7) Optional Additional Services and Fees. The following additional services are optional and available if requested by City. If City elects to purchase any of these services within the first year of this Agreement, the following fees shall apply, otherwise the then -current published fee for the particular service(s) elected shall apply. a. Single Validation Access Option. Validation against one data field in City eligibility file in Service Provider standard/accepted format for portal registration, Health Assessment, Walk to Wellness campaign or incentives. Initial Set -Up (for monthly or weekly updates): No additional charge. 2. Ongoing Maintenance (monthly or weekly updates): No additional charge. b. Dual Validation Access Option. Validation against two data fields in City eligibility file in Service Provider standard/accepted format for portal registration, Health Assessment, Walk to Wellness campaign or incentives. 1. Initial Set-up (for monthly or weekly updates): No additional charge. 2. Ongoing Maintenance (monthly or weekly updates): $150 per month. c. Single Sign -On Access Option. Real-time data transfer between City portal and Service Provider portal using Service Provider's standard single sign -on process. 1. Migration and Set-up after portal launch: $10,000; 2. Ongoing Maintenance: $500 per month d. Adding Custom Questions to Health Assessment: $2,500 per Health Assessment campaign. e. Mayo Clinic Health Assessment Data Extracts: Data extracts of Health Assessment data providing contact information, risk and condition data for Health Assessment participants who are eligible for follow-up intervention and counseling and/or data integration and analysis to City or a third -party as designated by City in Service Provider's standard format in a secure manner and subject to Member Information section of Exhibit E "Confidentiality" of this Agreement. Data extracts are provided daily, weekly or monthly during each Health Assessment campaign or at the end of each Health Assessment campaign: $2,500 per Health Assessment campaign. Reward Points Program: A Classic or Themed incentive program using a reward points system based upon point values and specific incentive -ready Program activities selected by City. Program includes the Mayo Clinic Incentive Fulfillment Data Extracts providing names and contact information of individuals eligible to receive the incentive by meeting the reward point criteria. First Campaign or Theme per Year: I. Set-up: $5,000; 2. Ongoing Maintenance: $250 per month through the campaign or theme period. Additional Campaigns or Themes per Year: 1. Set-up: $3,000 per program; 2. Ongoing Maintenance: $250 per month through each campaign or theme period. iii. Incentive Fulfillment Data Extracts for Reward Points. Incentive fulfillment data extracts available for the Reward Points Program. Data extracts include names and contact information of individuals eligible to receive the incentive by meeting the points criteria: $100 per month if data extracts are more frequent than weekly. g. Rules -Based Customization within Portal. City site customizations enabling unique messages and links to specific sub -populations (e.g. by work site location, plan type or employee/dependent) driven by a rules engine that defines the sub -populations, messages and links: (i) Activation of Rules Engine with Rules Managed by City: $1,000 per contract year. (ii) Rules Managed by Service Provider: $100 per active campaign -related rule per month. h. Tufts Medical Center WLQ ("Work Limitations Questionnaire") Productivity Survey added to Health Assessment: (1) WLQ licensing, standard data analysis and City report: 1. If City agrees to share data with Tufts: $9,500 per Health Assessment campaign; or 2. If City does not share data with Tufts: $13,500 per Health Assessment campaign. (ii) Addition of WLQ Spanish version: $1,000 per campaign. (iii)Additional analysis and consultation beyond standard analysis and report: $250 per hour. (iv) Health -related productivity extract, with scored WLQ data fields only, provided to a third -party as designated by City in Service Provider's standard format on an annual basis after the Health Related Productivity Analysis is completed: $1,500. L Gift Card Incentive Fulfillment: An online incentive fulfillment service as an incentive to Member for completion of a campaign or program. (i) Initial Set-up: $5,000 per incentive campaign; (ii) Gift Card Value: Amount determined by City; (iii)Redemption Fee: 10% of gift card value per award (up to $5 maximum per card); (iv) Monthly Management Fee: 1. If immediate redemption not being utilized: $500 per month (includes incentive fulfillment report fee). 2. If immediate redemption is being utilized: $300 per month. j. Spanish Health Assessment: (i) Translation of portal registration, terms of use and privacy policy: $1,000 per Health Assessment campaign; (ii) Translation of Health Assessment Gateway custom text, custom questions within the Health Assessment survey, offer forms (incentive/data sharing) text and Action Plan company resources: $0.25 per word translation fees ($100 minimum). k. Importing Biometric Screening Data. City or biometric screening vendor can upload biometric screening data (Member ID number and biometric values) in Service Providers standard format through the extranet): $1,000 per Health Assessment campaign (per screening vendor if multiple vendors. B. Mayo Clinic EmbodyHealth Coaching. (1) Fee Start Date: Fees shall be billed when incurred. (2) Base Coaching Fee. Includes engagement, enrollment, scheduling efforts, online My Coach program, outcomes surveys and standard reporting: $25 per Eligible Member completing a Health Assessment. (3) Intensive Coaching Fee. Includes coach calls, online My Coach, e-mail and web posting follow-up, workbooks and cross -referrals: $165 per Enrollee. (4) Moderate Coaching Fee. Includes coach calls, online My Coach, e-mail and web posting follow-up, workbooks and cross -referrals: $125 per Enrollee. (5) Pregnancy Option Fee. Includes Register Nurse calls, pregnancy guide book, and education: $165 per Enrollee. (6) City Reporting. Service Provider standard aggregate reports for engagement and outcomes by coaching level and focus area within the Mayo Clinic EmbodyHealth Report Suite: No additional charge. (7) Fees may be charged for certain City -requested consultative services from medical experts. (8) Optional Additional Services and Fees. The following additional services are optional and available if requested by City. If City elects to purchase any of these services within the first year of this Agreement, the following fees shall apply, otherwise the then -current published fee for the particular service(s) elected shall apply. (a) Nicotine Replacement Therapy (fees include shipping to Enrollee's home). Service Provider reserves the right to adjust fees for nicotine replacement therapy (NRT) when pharmaceutical companies increase NRT costs. (i) Nicotine Patches: $98 per twenty-eight (28) day supply (28 patches). Includes 14 patch minimum per dosage strength of 7 mg and/or 14 mg and/or 21 mg doses as appropriate. (ii) Nicotine Gum (2 mg): $118 per twenty-eight (28) day supply (220 pieces). (iii) Nicotine Gum (4 mg): $138 per twenty-eight (28) day supply (220 pieces). (iv) Nicotine Lozenges: $175 per twenty-eight (28) day supply (144 lozenges in either 2 mg or 4 mg dosage strength as appropriate). C. City -Requested On -Site Support. (1) Up to one (1) on -site support visit(s) per year which can include planning meetings, review meetings, vendor integration meetings, training meetings and special events such as health and benefits fairs: No additional charge. (2) Additional on -site support visits during the year requested by City: $1,000 per day per Service Provider representative plus actual, reasonable travel expenses. Subject to resource availability. D. Additional Fees. Additional services requested by City may require payment of additional amounts. 1.2 Fee Adjustments and Provisions. A. Billing. Service Provider or Service Provider's corporate affiliate shall bill City as of the date(s) set forth in this exhibit and shall submit directly to City all statements for Services rendered to Eligible Households, Eligible Members and/or Enrollees, as applicable, at rates in accordance with this attachment. Billing shall be monthly unless otherwise agreed to by the parties. B. Fee Adjustments. When otherwise provided in this Agreement, fees may be adjusted based on number of employees, number of Eligible Households, actual utilization experience or when pharmaceutical companies increase nicotine replacement therapy costs. C. Payment for Services. City shall make full payment to Service Provider for billed Services within thirty (30) days of the invoice date. D. Additional Materials. If City requests additional Member communication materials, the cost of these additional materials will be calculated based on the quantity ordered and charged as an additional fee. E. Customization of Materials. Fees for customization of standard Member communication materials for telephone -based Services Including logos, phone numbers or changing text shall be $150 per item and subject to a minimum print order of 500 pieces per item. In addition, City shall be responsible for design, printing and shipping costs incurred for such customized Member materials. F. Custom Requests. Custom reports and data extracts requested by City, beyond Service Provider's standard format and/or reports or data extracts beyond those specifically described in Exhibit A "Scope of Services" to this Agreement, or other projects requiring analyst or technical resources will be provided at a charge of $150 per hour for report/data extract/project development, and a run charge each time provided to cover the cost of producing these additional reports or data extracts. EXHIBIT E CONFIDENTIALITY CONFIDENTIAL BUSINESS INFORMATION. The parties agree to protect Confidential Business Information concerning the disclosing party's business which is disclosed to the other party during the term of this Agreement and is clearly and conspicuously marked as confidential. The receiving party shall protect Confidential Business Information using the same degree of care, but no less than a reasonable degree of care, as the receiving party uses to protect its own Confidential Business Information. a. Any such Confidential Business Information which may be disclosed by a disclosing party to a receiving party shall not: 1. Be used by the receiving party for any purpose other than the performance of a party's obligation under this Agreement; or 2. Be disclosed by the receiving party in any manner to any third party, without the prior written consent of the disclosing party. The receiving party may disclose Confidential Business Information to its employees and those of its legal affiliates, attorneys and accountants ("Receiving Party Representatives") who have a need to know exclusively for purposes of negotiations, provided that Receiving Party Representatives are bound by receiving party to maintain the confidentiality of Confidential Business Information in compliance with this Agreement. b. Confidential Business Information shall not include any information which: 1. Was at the time of receipt, publicly available; 2. After its receipt, becomes available to the public through no fault of the receiving party; 3. Was in the possession of the receiving party before its receipt from the disclosing party or its representatives; 4. Is received in good faith by receiving party from a third party and is not subject to an obligation of confidentiality owed to the third party; 5. Is independently developed by the receiving party without reference to Confidential Business Information received hereunder, as established by competent proof; or 6. Is disclosed pursuant to a requirement or request of a government agency, subpoena or other legal proceeding including but not limited to a request pursuant to the Colorado Open Records Act, C.R.S. 24-72-201 et seq., as now or hereafter amended, provided that in the event that the receiving party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation demand, other demand or request by government agency or the application of statutes, rules and regulations under the federal securities laws or similar process) to disclose any of the Confidential Business Information, the receiving party shall provide the disclosing party with prompt written notice of such requirement prior to such disclosure to allow the disclosing party to seek protective order or other remedy. In the event that a protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions hereof, the receiving party agrees to furnish only that portion of the Confidential Business Information which the receiving party reasonably believes is legally required to be furnished. c. The receiving party agrees to return or destroy upon the request and at the direction of the disclosing party, all such Confidential Business Information of the disclosing party which is in written, electronic or any other form. Member Information obtained by Service Provider from any source shall be kept confidential. Only those Service Provider personnel with a need to know shall access Member Information. City agrees that, as to any Member Information received by Service Provider through Mayo Clinic EmbodyHealth Portal, City shall have no right to obtain access to or require the disclosure of such Member Information unless such uses are disclosed and agreed to by the Member in the Terms of Use and Privacy Policy appearing on Mayo Clinic EmbodyHealth Portal, or in an otherwise valid consent. Service Provider agrees that it will use Member Information solely for purposes of performing its duties under this Agreement. Nothing in this section shall be interpreted to restrict Service Provider's ability to use de -identified data regarding Members provided that such data is de -identified as to both Member and City. Service Provider agrees that it will not disclose Member Information that has not been de -identified in accordance with HIPAA privacy regulations unless permitted or required to do so by applicable law or court order, or as agreed by the Member. With respect to any aggregate data to be provided by Service Provider to City pursuant to Exhibit A and B of this Agreement, City agrees that: City will not request aggregate data in a grouping that would allow City to make such aggregate data personally identifiable; and City will not make such aggregate data personally identifiable. EMPLOYEES. The parties to this Agreement each shall advise their employees of their obligations with regard to the requirements of this section, and shall have appropriate arrangements with all of their respective employees whose services are required for performance of this Agreement sufficient to ensure compliance with this section. Use of Service Provider Marks in Member Materials City and Sub -group may list the names of Service Provider and Services in material provided to Members ("Member Materials") provided that: a. Service Provider shall have the right to review and approve any such Member Materials mentioning Service Provider or Services prior to the time that the Member Materials are disseminated with the exception of Member Materials developed in conformance with, Service Provider's pre -approved templates including templates for newsletter articles, broadcast emails, monthly feature emails, posters, table tents and health fair handouts; and b. All requests for approval of Member Materials shall be submitted to Service Provider at least five (5) business days prior to the day on which a response is needed. Other Use of Service Provider Marks Except as specifically permitted in "Use of Service Provider Marks in Member Materials' above, City and Sub -group shall not use the names or trademarks of Service Provider or of any of Service Provider's affiliated entities in any advertising, publicity, press release, endorsement or promotion unless Service Provider has provided prior written consent for the particular use contemplated. License to Use City's Marks City grants to Service Provider a non-exclusive worldwide, paid -up, royalty -free limited license to use Service Provider's Marks as provided in Exhibit A and B "Mayo Clinic EmbodyHealth Portal " and as approved by City. Service Provider agrees not to otherwise reproduce, display and otherwise use City's Marks in any advertising, publicity, press release, endorsement or promotion unless City has provided prior written consent for the particular use contemplated, except Service Provider may identify City as one of its clients in a list of not less than ten (10) other clients. City agrees that Mayo Clinic EmbodyHealth Portal , and Mayo Clinic EmbodyHealth Report Suite, and all information, data, graphics, audio and visual materials and all other materials or content contained therein, and all rights therein, of any nature (including, without limitation, any copyrights, trade secret rights, patent rights and trademark or service mark rights (and all goodwill appurtenant thereto)), shall be owned exclusively by Service Provider, except that, notwithstanding the foregoing, City shall retain ownership of all applicable rights in City Content and City's Marks (subject to any right to use such City Content and City's Marks granted to Service Provider under the Mayo Clinic EmbodyHealth Portal schedule in Exhibit A and that Members shall retain rights of privacy in Member Information (subject to any right to collect, use or disclose such Member Information granted to Service Provider under the Mayo Clinic EmbodyHealth Portal exhibit, or in any separate agreement between Service Provider and such Member). The terms of Exhibit "E" survive the termination, expiration, non -renewal, or rescission of this Agreement. AMENDMENT2TO ADMINISTRATIVE SERVICES AGREEMENT WHEREAS, The City of Fort Collins ("City') and Mayo Foundation for Medical Education and Research ("Service Provider') entered into an Administrative Services Agreement commencing April 1, 2008 (the "Agreement"); WHEREAS, City and Service Provider entered into an amendment to the Agreement to add additional language to the Agreement and extend the term of the Agreement as of August 13, 2009; WHEREAS, City and Service Provider mutually agree to modify the Agreement to update terminology and pricing for the following Services: Mayo Clinic EmbodyHealth now known as Mayo Clinic EmbodyHealth Portal and Lifestyle Coaching now known as Mayo Clinic EmbodyHealth Coaching, and to update the Agreement language to add a Sub -group to the City eligible population effective March 1, 2010; NOW, THEREFORE, City and Service Provider hereby agree to amend the Agreement as follows: I. Add the following as paragraph 20 to the Agreement: 20. City Obligations. a. Eligible Sub -group. City agrees to limit its contractual relationships for Services under this Agreement to Poudre School District which has a contractual relationship with City to offer Services under this Agreement to Eligible Members ("Sub -group'). Any contractual relationship for Services under this Agreement between City and other sub -groups is expressly prohibited. (a) City will obtain all necessary permissions from Sub -group required for Service Provider to disclose any identifiable information regarding such Sub -group or their employees or members, as applicable, and their respective spouses and dependents. b. Program Information. City shall provide Members with information approved by Service Provider on Services and access to Services. City shall provide Service Provider a copy of the communication plan(s) for each of the Services for the contractual period. City will not offer Services to non -Members or the public except to Sub- group. For example, City will not publish the phone numbers used for accessing Services on the Internet or make such phone numbers or Member communication materials publicly available except to Sub -group. C. Member Verification. For all Services, as applicable, City shall provide Service Provider with an electronic listing of Primary Eligible Members prior to start of Services. City shall provide an updated electronic listing of Primary Eligible Members on a monthly basis and EXHIBIT F DEFINITIONS 1. Definitions. a. "City Content" shall mean the information furnished by City to Mayo Foundation for Medical Education and Research for display on Mayo Clinic EmbodyHealth Portal. This does not include Member Information. b. "Eligible Household" shall mean for each of the individual services to this Agreement where applicable, a Primary Eligible Member's household. C. "Eligible Member" shall mean for each of the individual services to this Agreement where applicable, those Members who are eligible to participate in such service as outlined in Exhibit A. d. "Mayo Clinic EmbodyHealth Report Suite' shall mean online reports furnished by Service Provider to City regarding Mayo Clinic EmbodyHealth Portal containing aggregate member Information substantially of the kind described in Exhibit B "Mayo Clinic EmbodyHealth Report Suite'. e. "Enrollee" shall mean for each of the services listed in this Agreement, where applicable, an Eligible member who is enrolled in one of such services described in Exhibit A and elects to utilize that service. f. "ePHI" shall mean Electronic Private Health Information. g. "Fee Start Date" shall mean date specified in Exhibit A on which any recurring charges for each individual service to this Agreement shall commence. Fees for non -recurring charges shall be billed when incurred. h. "Mayo Clinic EmbodyHealth Portal' shall mean an Internet site operated by Service Provider accessible to Eligible Members in accordance with the terms and conditions of Exhibit B and such licenses, privacy policies, terms of use, disclaimers and limitations of liability appearing on the site that Service Provider may require Eligible Members to agree to as conditions of use of the site. Such site will: a. Contain health information and health management tools substantially in the form described in Exhibit B "Mayo Clinic EmbodyHealth Portal Site Components; b. Operate substantially consistent with the technical overview in Exhibit B "Technical Specifications'; and C. Contain City's Marks specified by City, subject to Service Provider's approval, to appear on Mayo Clinic EmbodyHealth Portal and hyperlinks to City's Internet site(s). i. "Member Information" individually identifiable healthcare information of a Member. j. "Member' shall mean all employees of City and all employees of Sub- group, and their spouses. k. "Password Information' shall mean the security information consisting of an Eligible Member's self -identified valid e-mail address and self - identified password required for access to Mayo Clinic EmbodyHealth Portal. Eligible Members select their password subject to the site's requirements and together with the valid e-mail address, they constitute Password Information. I. "Primary Eligible Member" shall mean an Eligible Member who is an employee of City or an employee of Sub -group. M. "Services Start Date' shall mean the date specified in Exhibit B on which an individual service shall commence. make available to Service Provider City's records to substantiate City's electronic listing of Primary Eligible Members at reasonable times and no more than once per calendar year. City shall pay Service Provider for all Services provided consistent with the most recent listing of Primary Eligible Members, even if at a later date City determines an individual should not have been a Primary Eligible Member. d. Member Validation. If validation access is implemented, City will provide the required validation fields, in Service Provider required format, for all Members with access. Based on the validation access option selected, City will provide this data on the minimum frequency required or on a mutually agreed frequency. II. Amend and restate the following exhibits in their entirety and attached hereto: Exhibit A "Scope of Services, Exhibit B "Fee Schedule", Exhibit E "Confidentiality" and Exhibit F "Definitions'. SIGNATURES In Witness Whereof, the parties hereto have executed this Amendment by the signatures of their undersigned authorized representatives. City of Fort Collins Mayo Foundation for Medical Education and Research Si ature B. O'Neill, II Type or Print Name Director of Purchasing & Risk Title Management q 1 L) Date Ay7 Ta Aw4 ,!! Title ,o Date EXHIBIT A SCOPE OF SERVICES 1.1. Exhibit Starting Date. For purposes of this exhibit, the Exhibit Starting Date is March 1, 2010. 1.2. Services. Service Provider shall provide Services as described in each of the following individual schedules in the manner set forth below. (1) Services Start Date. For purposes of this schedule, the Services Start Date is May 1, 2010. (2) Eligibility. For purposes of this schedule, Eligible Member shall mean those Members ages eighteen (18) and older. (3) Service Provider Services and Licenses to Use Mayo Clinic EmbodyHealth Portal Content. (a) Service Provider agrees to furnish to City (i) Access by each Eligible Member to the server containing Mayo Clinic EmbodyHealth Portal through a single connection, which access shall be made by and at the expense of Members through their own, or City's own, equipment and means of Internet access; and (ii) Access by designated City representatives to Mayo Clinic EmbodyHealth Report Suite. (b) Service Provider grants to Eligible Members the nonexclusive, nontransferable, non -sub licensable, right and license to display, download and reproduce the content of Mayo Clinic EmbodyHealth Portal on a single central processing unit (CPU) solely for their own personal use and not for any commercial purpose. Such license shall not include the right to display, link, frame, or otherwise use any content of Mayo Clinic EmbodyHealth Portal on any site, home page or other instrumentality of the Internet. (c) City grants to Service Provider the nonexclusive right and license to reproduce, distribute, transmit, and publicly display City Content on Mayo Clinic EmbodyHealth Portal. City further grants Service Provider the non-exclusive right to post hyperlinks from Mayo Clinic EmbodyHealth Portal to Internet web sites owned or operated by City. (d) All elements of Mayo Clinic EmbodyHealth Portal shall be determined by Service Provider in its sole and exclusive discretion, including, without limitation, the selection of content, promulgation of terms of use applicable to Members, and the privacy policy governing Service Providers collection, use and disclosure of information provided by Members. Service Provider may change any or all of the elements of Mayo Clinic EmbodyHealth Portal at its sole and exclusive discretion without notice to City, provided Service Provider continues to provide and meet the required components and capabilities set forth in Sections (6) "Mayo Clinic EmbodyHealth Portal Site Components" and (9) "Mayo Clinic EmbodyHealth Report Suite' of this schedule. (4) Access Security. Access to Mayo Clinic EmbodyHealth Portal will be made available to Eligible Members through the use of a City -specific URL and through Eligible Member -specific Password Information selected by the Eligible Member except when City chooses the single sign -on application in which passwords are not utilized. City shall only promote the availability of Mayo Clinic EmbodyHealth Portal to Eligible Members and Service Provider reserves the right to disable the portal if significant numbers of non -Eligible Members access the URL based on City's breach of Section 20(b) of this Agreement. Service Provider shall have the right to revoke the Password Information of, and prohibit the use of Mayo Clinic EmbodyHealth Portal by, any Member who violates the terms of use or privacy policy posted on Mayo Clinic EmbodyHealth Portal, or who damages, tampers with or otherwise hampers the operation of Mayo Clinic EmbodyHealth Portal. (5) City Content. City shall be responsible for: (a) acquiring any authorizations necessary for hypertext links to third party web sites contained within City Content, (b) the accuracy of City Content and (c) ensuring that City Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Service Provider reserves the right, in its sole discretion, to exclude or remove from Mayo Clinic EmbodyHealth Portal any hypertext links to third party web sites, any City Content on the web site, or other content not supplied by Service Provider which, in Service Provider's sole discretion, may violate or infringe any law or third party rights, or which otherwise exposes or potentially exposes Service Provider to civil or criminal liability or which might otherwise harm the reputation of interests of Service Provider or any affiliate of Service Provider, provided that such right shall not place an obligation on Service Provider to monitor or exert editorial control over City Content. (6) Mayo Clinic EmbodyHealth Portal Site Components. The core components of the Mayo Clinic EmbodyHealth Portal site will include: (a) Mayo Clinic Health Assessment. Interactive health assessment tool covering lifestyle and medical risks, readiness -to -change and more, including questionnaire and personal health report. (b) Healthy Lifestyle Tools. Content and interactive tools in key lifestyle areas such as weight, fitness, stress, smoking and more. (c) Condition Tools. Content and interactive tools in key condition areas such as asthma, diabetes, heart disease and more. (d) Health Reference Resources. Information resources and tools covering healthy lifestyles, symptoms, diseases, conditions, treatments, medications and more. (e) User Personalization. Ability to serve -up tailored content and tools within the portal based upon user demographics and health profile. (f) Incentive Tracking Capabilities. Ability to track and report on incentive -ready portal activities, programs and campaigns. (g) Customization Capabilities. Ability to incorporate client branding, messaging and links in key areas throughout the portal. (h) Mayo Clinic EmbodyHealth Report Suite. Aggregate reports covering portal utilization and health assessment profiles for the participating population as described in Section (9) below. (i) City Support. Around portal set-up and customization, key campaign planning, incentive strategies, communication and promotion, and data review. (7) Domain Name. Mayo Clinic EmbodyHealth Portal shall be accessible via a domain name selected by City ("Domain Name'), which Service Provider shall register. Service Provider shall have the right to review and approve any Domain Name selected by City. Upon termination of this Agreement, and upon the request of City, Service Provider will transfer the registration for the Domain Name to City, so long as it does not consist of or incorporate any trademark or service mark of Service Provider. Service Provider shall retain ownership of any Domain Name consisting of or incorporating any of its marks. (8) Technical Specifications. (a) System Requirements. Minimum requirements needed for the end user to fully utilize Mayo Clinic EmbodyHealth Portal and extranet: (i) Browser — Web standard compliant browsers can be used for Mayo Clinic EmbodyHealth Portal and extranet, and Mayo Clinic EmbodyHealth Report Suite including Internet Explorer 7.0 or higher, Firefox or Safari 3.0 or higher. Service Provider supports, troubleshoots and tests the most recent major versions of Internet Explorer and Firefox on a PC platform and Safari on a Mac. (ii) Monitor size and resolution — 1024 x 768. (iii) Throughput data — 56K modem or higher. (iv) Plug -ins — The latest version of Flash Player for multimedia content. (v) Cookies — Enabled. (vi) JavaScript—Enabled (b) Emails. Users may receive emails related to portal registration, portal programs, portal program reminders via secure messaging, and messages from customer service. Because the sending domain of the messages differs from the site domain users should allow all emails from the MayoClinic.com domain, if possible, using a safe sender specification to reduce the risk of triggering spam filters. In addition, since emails are sent in a combination of HTML and plain text, users should allow their email address to receive HTML emails or hybrid (multi -mime type) emails. (c) Changes to Technical Specifications. Due to the ever -changing nature of online technology, the technical specifications stated above are periodically reviewed and are subject to change as determined by Service Provider. (9) Mayo Clinic EmbodyHealth Report Suite. Mayo Clinic EmbodyHealth Portal offers tracking and measurement capabilities that provide aggregate usage results to City online regarding portal users when there are at least fifty (50) Eligible Members under Mayo Clinic EmbodyHealth Portal and, to the extent City elects Mayo Clinic EmbodyHealth Coaching, at least thirty (30) Enrollees in a Mayo Clinic EmbodyHealth Coaching focus area during the reporting period and subject to City's agreement to not de -aggregate data as set forth in the Member Information section of Exhibit E of this Agreement. Such reports include the following: (a) Usage Data. Total users, users by frequency of visit, usage by time of day, average time per visit. (b) Demographic Data. Users by gender, users by age range, users by location. (c) Usage by Content Section. Users by key categories of content and tools. (d) Data by Time Period. Data can be viewed monthly and by other time selection parameters. (e) Mayo Clinic Health Assessment Data. Aggregate health assessment data by risk factor including group reports, cohort reports and benchmark reports. (10) Termination of Services. This schedule may be terminated in accordance with Section 2 "Contract Period" or Section 4 "Early Termination by City/Notice" of the Agreement. Upon termination of this schedule for any reason, City and all Members shall cease the reproduction, display, performance, distribution, transmission or other use of Mayo Clinic EmbodyHealth Portal. In the event of termination of by Service Provider under Section 2 "Contract Period" of the Agreement, City's sole remedy shall be that City shall not be required to make any payments to Service Provider for Mayo Clinic EmbodyHealth Portal services rendered after the effective date of termination. In addition, upon termination of this schedule, each party to this Agreement will immediately cease any and all use of the other party's intellectual property rights, including without limitation, trademarks and copyrights. B ' IViayo Ciinic EmbodyHealth Coaching (1) Services Start Date. For purposes of this schedule, the Services Start Date is March 15, 2010. (2) Eligibility. For purposes of this schedule, Eligible Member shall mean those employees of City and their spouses who have completed the Mayo Clinic Health Assessment, described in the Mayo Clinic EmbodyHealth Portal schedule to this Agreement, during a current Health Assessment campaign, and qualify for coaching intervention services based on the individual's degree of risk stratification (low, moderate or high) as measured by the Health Assessment. (3) Services. Mayo Clinic EmbodyHealth Coaching is a lifestyle and behavior change program that includes the following services: (a) Coaches provide individualized information and counseling to Enrollees in one of the following focus areas: (i) Exercise (ii) Nutrition (iii) Weight (iv) Stress (v) Tobacco (b) Pregnancy Option: Registered nurses provide individualized information, education and support for pregnant Enrollees to manage their pregnancy through telephone -based counseling. (c) Make reasonable efforts to explain the program to Eligible Members and encourage enrollment. (d) Send appointment reminders to Eligible Members, as appropriate. (e) Coaches make reasonable efforts to conduct an initial assessment of each Enrollee to identify the Enrollee's behavior change needs and focus area. (f) Coaches provide an individualized coaching plan and support to address each Enrollee's behavior change needs and focus area. (g) Provide a workbook in one of the following focus areas: exercise, nutrition, weight, stress or tobacco. (h) Coaches will make reasonable efforts to provide three (3) to six (6) appointment calls, and send emails inviting Enrollee back to the web site to view motivational messaging, goals and links to relevant content and tools the coach posts on the portal for the Enrollee, as needed, throughout the six (6) to nine (9) month program. (i) Make reasonable efforts to evaluate outcomes and satisfaction with each Enrollee. (j) Provide reasonable access to third -party language interpreters, in languages and at times as determined by Service Provider. (k) Provide routine program engagement reports (no minimum enrollment), routine program satisfaction reports and routine program outcomes reports, with the exception of the Pregnancy Option, to City through the Mayo Clinic EmbodyHealth Report Suite based on best practices when there are at least thirty (30) Enrollees in a Mayo Clinic EmbodyHealth Coaching program focus area during the reporting period and subject to City's agreement to not de -aggregate data as set forth in the Member Information section of Exhibit E of this Agreement. This information will be in aggregate form. (I) Provide routine enrollment reports to City for those enrolled in the Pregnancy Option. (m) When appropriate, provide nicotine replacement therapy service to tobacco focused area Enrollees age 18 or older by mailing the following directly to their homes: (i) Nicotine patches (28-day supply including 7 and/or 14 and/or 21 mg doses as appropriate). (ii) Nicotine gum (28-day supply in 2 mg dose). (iii) Nicotine gum (28-day supply in 4 mg dose). (iv) Nicotine lozenges (28-day supply including 2 and 4 mg doses). (4) Termination of Services. This exhibit may be terminated in accordance with the Agreement.