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Vitals Smart Shopper/HR/Health ServicesVitals SmartShopper Services Agreement This Vitals SmartShopper Service agreement ("Agreement") is dated August 9, 2016 and is between MDX Medical Inc. d/b/a Vitals, a Delaware Corporation, located at 160 Chubb Avenue, Lyndhurst, New Jersey 07071 ("Vitals") and City of Carmel, located at One Civic Square, Carmel, IN 46032 ("Customer"). The Customer seeks help to avoid paying higher claims costs for employee health care through the use of the Vitals SmartShopper Program ("SmartShopper Program") by providing incentives to Members who utilize "Cost -Effective Providers" (as defined below) and further described in "Attachment A". 1. Term. This Agreement shall become effective on December 1, 2016 ("Effective Date") and shall continue for a period of three (3) years. 2. Definitions. For purposes of this Agreement, the following definitions apply: a. "Member" means any Customer employee or dependent of that employee's family that is insured through the Customer's fully insured/self-funded health benefit program and has access to the SmartShopper Program. b. "Cost -Effective Provider" means a provider that has been identified through the SmartShopper Program as qualifying for an incentive. c. "Incentive Fund" means an account held by Vitals and funded by the Customer for the use by Vitals in providing Incentive Reward Payments to Members when care is received at a Cost -Effective Provider. d. "Incentive Reward Payment" means a physical check mailed to the Member's mailing address by Vitals written out of the Incentive Fund. Checks for Members under the age of 18 will be made payable to and mailed to the Member. 3. Customer Expectations. a. On or before the Effective Date, Customer agrees to deliver a leadership announcement both electronically and via home mailing to all Members establishing a clear expectation that Members should utilize the SmartShopper Program whenever they are to procure a healthcare service covered under the SmartShopper Program. b. Throughout the term of this Agreement, Customer agrees to deliver periodic communications to covered Members regarding the SmartShopper Program. c. Customer will not supply individual Member contact information to Vitals for Member communications about the Program. Customer agrees that Vitals may send SmartShopper Program awareness communications, transactional communications or communications related to a Member's individual SmartShopper transaction or experience directly to Member, provided Member supplies contact information. Customer acknowledges that Incentive Reward Payments will be sent to Members based on information provided to Vitals from Anthem. 4. Incentive Reward Payments. Vitals shall provide Incentive Reward Payments to Members that fully comply with the terms of the SmartShopper Program and utilize a Cost -Effective Provider for a medical procedure listed in "Attachment B". Incentive Reward Payments shall be mailed no later than thirty (30) days after Vitals has determined that an Incentive Reward Payment is due. Vitals shall make the authorized Incentive Reward Payments from the Incentive Fund. Funds held in the Incentive Fund account shall be used by Vitals for the sole purpose of making Incentive Reward Payments and Vitals shall return any unused funds upon termination or expiration of this Agreement, after all outstanding Incentive Reward Payments have been made, but no later than ninety (90) days after the termination or expiration date. Furthermore, Customer shall have the right to request, upon cvli:aml� thirty (30) days advanced written notice, an updated accounting of the funds in the Incentive Fund account. 5. Fees; Incentive Fund. a. Fees. L The administrative fee to administer the SmartShopper program shall be $.85 per member per month (PMPM) and Vitals shall invoice the administrative fee by the 15th of the current month. All invoices shall be paid within thirty-five (35) days of receipt by the Customer. b. Incentive Fund. L Vitals shall invoice Customer an amount equal to $1000.00 ("Initial Incentive Fund Amount") for the purpose of establishing the working Incentive Fund to be used for providing Incentive Reward Payments to Members. The Initial Incentive Fund Amount shall be due to Vitals within ten (10) days after the Effective Date of the Agreement. ii. Incentive Reward Payments, identified by Member, shall be invoiced monthly to Customer by Vitals and shall be paid by Customer within thirty-five (35) days of receipt of an invoice. iii. The sufficiency of the amount of the Incentive Fund shall be reviewed periodically by the parties. The parties mutually agree to increase the Incentive Fund upon determination that the initial up -front funding amount is insufficient based on the volume of Incentive Reward Payments made. Vitals shall have the right in its sole and reasonable discretion to cease the processing of Incentive Reward Payments until sufficient funds are deposited into the Incentive Fund. 6. Confidentiality. Information provided to Customer regarding SmartShopper Program utilization shall not include Member name. The Parties understand and agree that Vitals has entered an agreement with Anthem, Inc. ("Anthem") under which Vitals is acting as a subcontractor (as that term is defined under the 45 C.F.R. §160.103 of the HIPAA Privacy Rule) of Anthem for the purposes of providing the services described herein. As such, Vitals has entered into a business associate agreement with Anthem in the manner compliant with 45 C.F.R. §164.504(e), which governs any Protected Health Information related to Members that Vitals creates, uses, discloses, receives and/or maintains under this Vitals SmartShopper Services Agreement. 7. Authority to Authorize Incentive Reward Payment. Vitals has the sole authority to determine if the Member has complied with the terms of the SmartShopper Program requirements and is eligible to receive Incentive Reward Payment(s), and to authorize or deny such payment based on Vitals' compliance and eligibility determination. 8. Cancellation. Either party has the right to terminate the Agreement at any time for any reason with ninety (90) days written notice to the other party. Vitals reserves the right to cancel the administration of the SmartShopper Program if any invoices are not paid within thirty-five (35) days of receipt, for two (2) consecutive months. Subsequent to the termination of the expiration of this Agreement, in addition to any administrative fees owed, Customer shall be responsible for reimbursing Vitals all Incentive Reward Payments earned by Members prior to the termination or expiration of the Agreement. 9. Intellectual Property. As between Customer and Vitals, Vitals retains all right title and interest in and to all intellectual property rights and any and all technology used to provide the SmartShopper Program to Customer (collectively, the "Vitals IP"), and Customer acquires no rights with respect to the Vitals IP, by implication or otherwise, except for those expressly granted in this Agreement. Vitals shall own all data generated from the Smartshopper Program, including any user registrations. 10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED THEREFROM) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE SMARTSHOPPER PROGRAM, OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT WILL THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO VITALS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Customer acknowledges that the limitation of liability set forth in this Section 10 shall not apply to Vitals' claims for unpaid fees and that Vitals has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose. 11. Assignment. The parties may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Notwithstanding the foregoing, Vitals shall be permitted to assign or otherwise transfer this Agreement or any of its rights hereunder to an acquirer of Vitals or to an acquirer of substantially all of the assets of Vitals. 12. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement, other than monetary obligations, as a result of any cause or condition beyond such party's reasonable control. 13. Waiver. No oral modifications shall be effective, and no delay or failure on the part of either party to insist on compliance with any provision hereof shall constitute a waiver of such party's right to enforce such provision. 14. Notice. All notices and other communications hereunder will be in writing or by written telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by written telecommunication to the address of the party set forth above, or to such address as the recipient of such notice or communication will have specified to the other party hereto in accordance with this section. 15. Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Indiana (except that body of law controlling conflicts of law). The Parties irrevocably consent to jurisdiction and venue in the Federal and state courts of Indiana. C�vl'ti7,9 16. Promotion. Customer agrees to provide a high-resolution logo image file to Vitals for use on the SmartShopper website and understands that Vitals may distribute press releases indicating that Customer is a client of Vitals. 17. E -Verify. Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E -Verify Law"), Vitals is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as Attachment C, affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the Customer with documentation indicating that it has enrolled and is participating in the E -Verify program. Should Vitals subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should Vitals or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -Verify program cease to exist. 18. Iran Certification. Pursuant to I.C. § 5-22-16.5, Vitals shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 19. Scope of Agreement; Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement. The illegality, invalidity, or unenforceability of any provision of this Agreement shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement. If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Signatures exchanged via facsimile, pdf/email or other electronic method shall be binding. A photocopy of a fully- or partially -executed original of this Agreement, including for example a facsimile or graphical -image copy, will be admissible in evidence for all purposes in any proceeding as between the Parties to the same extent (if any) as the original. [SIGNATURE PAGE FOLLOWS] 4 P�M`- IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: es Brainqrd Presiding Officer Date: &!�^ Ma414('�-d L - Ma nn Aurke, ember Date: // Lori S. Watso , Me Date: A S Christine S. Paley, Date: 5 MDX MEDICAL, INC. By: V- ��io-,O•�a Authorized Signature Eric W. Gross Printed Name Senior VP, Legal Title FID/TIN: 26-3441881 Last Four of SSN if Sole Proprietor: 6076 10/5/16 Date: no Attachment A SmartShopper Program. Except as the parties may otherwise agree and document in an amendment, Vitals shall adhere to the following requirements for the SmartShopper Program: A. A Member shall be able to obtain provider related cost information for select medical procedures as well as information regarding the availability of any associated Incentive Reward Payment, by either contacting Vitals through a toll free telephone number or a website, both of which shall be provided for by Vitals. B. The list of Medical Procedures included in the SmartShopper Program is identified in "Attachment B". C. Vitals shall issue Incentive Reward Payments to Members in the amounts mutually agreed upon by the Customer and Vitals, which are also reflected in Attachment B. D. Prior to providing any information, Vitals shall require the Member to verify Member's eligible status to use the SmartShopper Program. E. Following Vitals's verification of eligibility, the Member shall indicate the healthcare procedure to be performed as well as his/her initial preference, if they were to have one, on the location to have the procedure performed. F. Vitals shall provide to the Member cost -related information related to Customer's participating providers who can perform the requested procedure. Vitals shall also inform the Member which providers, if any; will qualify the Member for an Incentive Reward Payment. G. Upon Vitals' verification of the Member's use of a provider that qualified him/her for an Incentive Reward Payment, Vitals shall mail the Incentive Reward Payment to the Member. Vitals shall verify Member's qualification for an Incentive Reward Payment by confirming, utilizing claims payment information provided by Health Plan that a request for payment from the provider for the specific service in question was received and processed by Health Plan. H. Vitals shall generate and mail all Incentive Reward Payments to Members within 30 days of receipt of the claims payment information provided by Health Plan and upon verification that such a reward is owed to the Member Attachment B — Incentive Scale Except as the parties may otherwise agree and document in an amendment, the following list of medical procedures and incentives shall be included in the SmartShopper Program: SEE HEALTH CARE DIFFERENTLY. vitalssmartshopper Save Money and Earn Cash Rewards on Health Care Services! www.vitalssmartshopper.com 1 1-800-824-4127 M-TH: 8:30AM-8:00PM EST I F: 8:30AM-5:OOPM EST 011RIEW Back Surgery - Laminectomy Inpatient • $250 - o $100 "Back Surgery - Larn nectorl y,.Diskectomy and Foraminot`oniy $250 N/A; Bladder Repair for Incontinence (Sling) $250 $100 .Bladder, Scope with Stent$`150/A Bone and Joint Imaging of Whole Body $50 $25 Bone:Density'Study ofSpine%Pelvis $50 $25 ' Breast -Biopsy using a special probe $250 $100 Breast -,Needle Biopsy (with Imaging) $250 $.100 Breast Lumpectomy $150 $75 Bronchoscopy $200 $100 Bunionectomy $250 $100 s6estX-Ray ` $50 $25 Colonoscopy $200 $1'00 :CT Angiography, Abdomen,w/o & wl contrast CT Angiography, Head w/o & w/ contrast $150 $75 CT Angiography, Pelvis vv/o'& w/ contrast $150 $75 CT Scan Abdomen $150 $75 CT Scan Abdomen & Pelvis $150 $75 CT Scan Chest .$150 $75 CT Scan Head/Brain $75 CT Scan Lumbar Lower Spine $150 $75 CTS.can•Mouth,Jaw, Neck $150 $75 CT Scan Pelvis $150 $75 Ear - Insertion ofventilating Tube Eye Surgery- Cataract Removal 5250 $150 $100 $75, 'Gall Bladder =Removal (by Laparoscope) $250- $100 Groin - Hernia Repair 5 Years and Older $250 $100 Ham mertoe'Correction $150 $75 Hand Surgery -Carpal Tunnel $150 $75 Hip Re ,placement- Replacement Surgery $250 N/A Hysterectomy $250 N/A Hysteroscopy with Removal of-Lesion(s) or Oteeine,Lining (e.g. Endometrial) $250 N/A Knee - Cartilage Repair (using Arthroscopy) $250 $100 Knee -,Ligament Repair (Anterior Cruciate Ligament by Arthroscopy) $250 $100 Knee, Replacement -Joint Replacement Surgery $250 N/A Please note that members will be presented.both incentive options EXCEPT when the second'option is 25% higher than the most cost-effective option in the area. In this situation, only the top incentive will be offered. For certain inpatient procedures, only one incentive option is provided. SEE HEALTH CARE DIFFERENTLY. vitalssmartshopper Save Money and Earn Cash Rewards on Health Care Services! www.vitaissmartshopper.com i 1-800-824-9127 M-TH: 8:30AM-8:OOPM EST i F: 8:30AM-5:OOPM EST .Laparoscopic Removal of Ovaries and/or Fallopian Tubes - $250 • $100 Laparoscopic -Tubal BlockorTubal Ligation, $�50 $100 Lithotripsy- Fragmenting of Kidney Stones $250 $100 Marnmogram �$50 $25 MRI Abdomen $150 $75 '.MRI-Head/Blain $150 $75 MRI Lower Limb $150 $75 MRI Lower Limb with Joint $150 $75 :MRI Lumbar Spine $150 $75. MRI Neck Spine _ _ �. _ .$ �kso_ _ $75__ -- MRI Orbit/Face/Neck $150 $75 .MRIPelvis - $150`$75, MRI Spine $150 $75 MRWpper Joint $150 $75 MRI Upper Limb $150 $75 Nasal/Sinus -Corrective Surgery - Septoplasty $250 $1.00 Nasal/Sinus- Endoscopy- Sinus Surgery $250 $100 'PET Scah1magefrom Skull-baseto Mid Thigh' $150. $75 PET Scan Image of Whole Body $150 $75 Removal�of Rlaque Build-0p*1n the Major Neck (Carotid) Arteries $-150 $75" Removal of Prostate Gland and Surround ing,Tissue $150 $75 Repair of Umbilical;Hernia.(Age 5+) $250 $100 Revision oFTotal Hip orTotal Knee Replacement $250 $100 'Sh`ouldet- Rotator Cuff;Repair (using Arth"roseopy) $250 $900 Shoulder -Surgical examination (using Arthroscopy) $250 $100 SpinbIfUsion (Anterior) $500 $100 Spinal Fusion (Posterior) $500 $10,0 'Stomach -Upper Digestive Tract, Examination (using Endoscopy) $200 $100 Tonsillectomy'and Adenoidectomy, Over Age 12 $250 $100 'Tonsils and Adenoids - Removal, under age 12 '$250 $100 Total Thyroid Removal $250 $100 .Ultrasound of Abdomen $50 $25 Ultrasound of Breast(s) $50 $25 Ultrasound of Head and Neck $50 $25 Ultrasound of Pelvis $50 $25 Urethraandbladd"er Scope $150 $75• Please note that members will be presented both incentive options EXCEPTwhen the.second option is 25% h,igherthan the most cost-effective option in the area. In this situation, only the top incentive will be offered. For certain inpatient procedures, only one incentive option is provided.